CHK » Topics » Item 1.01 Entry into a Material Definitive Agreement.

This excerpt taken from the CHK 8-K filed May 15, 2007.

Item 1.01 Entry into a Material Definitive Agreement.

On May 10, 2007, Chesapeake Energy Corporation (the “Company”) entered into an Underwriting Agreement with Credit Suisse Securities (USA) LLC and UBS Securities LLC as representatives of several underwriters, to issue and sell to the underwriters $1.0 billion principal amount of the Company’s 2.500% Contingent Convertible Senior Notes due 2037, a copy of which is filed herewith as Exhibit 99.1. Pursuant to the Underwriting Agreement, the Company granted the underwriters an option to purchase up to an additional $150 million principal amount of the senior notes. The senior notes were issued under an indenture dated May 15, 2007.

Section 2 – Financial Information

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

Item 1.01 Entry into a Material Definitive Agreement.

 

On December 8, 2006, Chesapeake Energy Corporation (the “Company”) entered into an Underwriting Agreement with Deutsche Bank Securities Inc., as underwriter, to issue and sell to the underwriter 30,000,000 shares of its Common Stock, a copy of which is filed herewith as Exhibit 99.1. A copy of the press release announcing the pricing of the common stock was filed under item 8.01 of our Form 8-K dated December 11, 2006.

 

Section 8 – Other Events

This excerpt taken from the CHK 8-K filed Dec 6, 2006.

Item 1.01 Entry into a Material Definitive Agreement.

 

On December 1, 2006, Chesapeake Energy Corporation (the “Company”) entered into an Underwriting Agreement with Barclays Bank PLC, Credit Suisse Securities (Europe) Limited, Deutsche Bank Securities Inc., and Goldman Sachs International as representatives of several underwriters, to issue and sell to the underwriters €600 million principal amount of the Company’s 6.25% Senior Notes due 2017, a copy of which is filed herewith as Exhibit 99.1. The senior notes were issued under an indenture dated December 6, 2006. A copy of the press release announcing the pricing of the 6.25% Senior Notes due 2017 is filed herewith as Exhibit 99.2.

 

Section 2 - Financial Information

 

This excerpt taken from the CHK 8-K filed Jul 24, 2006.

Item 1.01 Entry into a Material Definitive Agreement.

 

On June 30, 2006, Chesapeake Energy Corporation (the “Company”) filed an 8-K which described an Underwriting Agreement with Banc of America Securities LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Lehman Brothers Inc. and Wachovia Capital Markets, LLC, as representatives of several underwriters, to issue and sell to the underwriters $500 million principal amount of the Company’s 7.625% Senior Notes due 2013. A copy of this Underwriting Agreement should have been filed with the 8-K as Exhibit 99.3. The company inadvertently filed another document as Exhibit 99.3. The purpose of this amendment to the 8-K is to file the Underwriting Agreement as Exhibit 99.3

 

 

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01 Final Statements and Exhibits

 

 

 

 

(c)

Exhibits

 

 

 

Exhibit No.

 

Document Description

 

 

 

 

99.3

 

Underwriting Agreement dated as of June 27, 2006 by and among Chesapeake Energy Corporation, Banc of America Securities LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Lehman Brothers Inc. and Wachovia Capital Markets, LLC.

 

 

 

2

 

 

 

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.

 

 

 

 

CHESAPEAKE ENERGY CORPORATION

 

By:

/s/ AUBREY K. MCCLENDON

 

 

 

Aubrey K. McClendon

Chairman of the Board and

Chief Executive Officer

 

 

Date:

July 24, 2006

 

 

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EXHIBIT INDEX

 

Exhibit No.

 

Document Description

 

 

 

 

99.3

 

Underwriting Agreement dated as of June 27, 2006 by and among Chesapeake Energy Corporation, Banc of America Securities LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Lehman Brothers Inc. and Wachovia Capital Markets, LLC.

 

 

 

 

 

 

4

 

 

 

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

Item 1.01 Entry into a Material Definitive Agreement.

 

On June 27, 2006, Chesapeake Energy Corporation (the “Company”) entered into an Underwriting Agreement with Goldman, Sachs & Co., Banc of America Securities LLC, Bear, Stearns & Co. Inc., Lehman Brothers Inc. and Raymond James & Associates, Inc., as representatives of several underwriters, to issue and sell to the underwriters 20,000,000 shares of its Common Stock, a copy of which is filed herewith as Exhibit 99.1. A copy of the press release announcing the pricing of the common stock is filed herewith as Exhibit 99.4.

 

On June 27, 2006, the Company also entered into an Underwriting Agreement with Goldman, Sachs & Co., Banc of America Securities LLC, Credit Suisse Securities (USA) LLC, Lehman Brothers Inc. and UBS Securities LLC, as representatives of several underwriters, to issue and sell to the underwriters 2,300,000 shares of 6.25% Mandatory Convertible Preferred Stock, a copy of which is filed herewith as Exhibit 99.2. A copy of the press release announcing the pricing of the 6.25% Mandatory Convertible Preferred Stock is filed herewith as Exhibit 99.5.

 

On June 27, 2006, the Company also entered into an Underwriting Agreement with Banc of America Securities LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Lehman Brothers Inc. and Wachovia Capital Markets, LLC, as representatives of several underwriters, to issue and sell to the underwriters $500 million principal amount of the Company’s 7.625% Senior Notes due 2013, a copy of which is filed herewith as Exhibit 99.3. The senior notes were issued under an indenture dated June 30, 2006. A copy of the press release announcing the pricing of the 7.625% Senior Notes due 2020 is filed herewith as Exhibit 99.6.

 

Section 2 - Financial Information

 

This excerpt taken from the CHK 8-K filed Feb 15, 2006.

Item 1.01 Entry into a Material Definitive Agreement.

Effective with the resignation of Tom L. Ward, as discussed below in Item 5.02, and in consideration and recognition of Mr. Ward’s long-standing service and significant contributions to Chesapeake Energy Corporation (“Chesapeake”), Chesapeake and Mr. Ward entered into a Resignation Agreement dated February 10, 2006. The Resignation Agreement is attached hereto as exhibit 10.2.5.

The Resignation Agreement provides for Mr. Ward’s resignation from his employment and directorship with Chesapeake and his positions as an officer, director and/or manager of any Chesapeake subsidiary. In addition, Mr. Ward agrees to act as a consultant to Chesapeake for a period of six months from the effective date of the Resignation Agreement (the “Consulting Period”) to assist in the transition of his responsibilities.

During the Consulting Period, Mr. Ward will receive no cash compensation but will be provided support staff for personal administrative and accounting services together with access to the company’s aircraft in accordance with historical practices. The compensation value attributable to these benefits for the Consulting Period is estimated not to exceed $400,000 in the aggregate. Mr. Ward is permitted by the Resignation Agreement to employ support staff personnel that report directly to Mr. Ward.

The Resignation Agreement further provides for the immediate vesting of all of Mr. Ward’s unvested stock options and restricted stock on February 10, 2006. As a result of such vesting, options to purchase 724,615 shares of Chesapeake’s common stock at an average exercise price of $8.01 per share and 1,291,875 shares of restricted common stock became immediately vested. The estimated Black-Scholes value of these stock options was approximately $15.7 million and the fair market value of the previously restricted common stock was approximately $38.3 million as of February 10, 2006. Mr. Ward will have until May 10, 2006 to exercise these and all other stock options granted to him by the company.

On February 15, 2006, the Compensation Committee of the Board of Directors set Steven C. Dixon’s annual salary at $625,000 effective February 15, 2006. Mr. Dixon’s appointment as Executive Vice President – Operations and Chief Operating Officer of the company is discussed below in Item 5.02.

This excerpt taken from the CHK 8-K filed Feb 3, 2006.

Item 1.01 Entry into a Material Definitive Agreement

 

On January 31, 2006, Chesapeake Energy Corporation (the “Company”) entered into a Purchase Agreement with Banc of America Securities LLC, Citigroup Global Markets Inc., Lehman Brothers Inc., UBS Securities LLC and Wachovia Capital Markets, LLC, as representatives of several purchasers, to sell to the purchasers $500 million principal amount of the Company’s existing 6.5% Senior Notes due 2017. The senior notes are to be issued under an indenture dated August 16, 2005. A copy of the press release announcing the pricing of the 6.5% Senior Notes due 2020 was filed under item 8.01 of our Form 8-K dated February 1, 2006.

 

Section 2 - Financial Information

 

This excerpt taken from the CHK 8-K filed Dec 22, 2005.

Item 1.01 Entry into a Material Definitive Agreement

 

On December 16, 2005, the Compensation Committee of the Board of Directors set the annual base salaries of, and awarded cash bonuses to, Chesapeake’s named executive officers, effective January 1, 2006. The new base salaries and the cash bonuses, respectively, are as follows: Aubrey K. McClendon $975,000 and $700,000; Tom L. Ward $975,000 and $700,000; Marcus C. Rowland $625,000 and $400,000; Martha A. Burger $500,000 and $275,000; and Michael A. Johnson $375,000 and $150,000.

 

 

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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.

 

 

 

 

CHESAPEAKE ENERGY CORPORATION

 

By:


/s/ Aubrey K. McClendon

 

 

 

Aubrey K. McClendon

Chairman of the Board and

Chief Executive Officer

 

 

Date:

December 22, 2005

 

 

 

 

 

This excerpt taken from the CHK 8-K filed Nov 15, 2005.

Item 1.01 Entry into a Material Definitive Agreement

 

On November 8, 2005, Chesapeake Energy Corporation (the “Company”) entered into an indenture for its 6.875% Senior Notes due 2020 and an indenture for its 2.75% Contingent Convertible Senior Notes due 2035. The descriptions of the indentures and the notes issued thereunder contained in Item 2.03 below are incorporated herein by reference.

 

Section 2- Financial Information

 

This excerpt taken from the CHK 8-K filed Nov 4, 2005.

Item 1.01 Entry into a Material Definitive Agreement

 

On November 2, 2005, Chesapeake Energy Corporation (the “Company”) entered into a Purchase Agreement with Bear, Stearns & Co. Inc, Banc of America Securities LLC, Credit Suisse First Boston, Lehman Brothers, and Wachovia Securities, as representatives of several purchasers, to sell to the purchasers $500 million principal amount of the Company’s 6.875% Senior Notes due 2020. The senior notes are to be issued under an indenture dated November 8, 2005. A copy of the press release announcing the pricing of the 6.875% Senior Notes due 2020 was filed under item 8.01 of our Form 8-K dated November 3, 2005.

 

On November 2, 2005, the Company also entered into a Purchase Agreement with Deutsche Bank Securities, Banc of America Securities LLC, Credit Suisse First Boston, Lehman Brothers, and UBS Securities LLC, as representatives of several purchasers, to sell to the purchasers $690 million principal amount of the Company’s 2.75% Contingent Convertible Senior Notes due 2035. The convertible notes are to be issued under an indenture dated November 8, 2005. A copy of the press release announcing the pricing of the 2.75% Contingent Convertible Senior Notes due 2035 was filed under Item 8.01 of our Form 8-K dated November 3, 2005.

 

 

2

 

 

 

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.

 

 

 

 

CHESAPEAKE ENERGY CORPORATION

 

By:


/s/ Aubrey K. McClendon

 

 

 

Aubrey K. McClendon

Chairman of the Board and

Chief Executive Officer

 

 

Date: November 4, 2005

 

 

3

 

 

 

This excerpt taken from the CHK 8-K filed Oct 4, 2005.

Item 1.01 Entry into a Material Definitive Agreement.

On September 30, 2005, Chesapeake Energy Corporation and Triana Energy Holdings, LLC entered into a purchase agreement pursuant to which Chesapeake will acquire Columbia Energy Resources, LLC and its subsidiaries, including Columbia Natural Resources, LLC (CNR), for $2.2 billion in cash, the assumption of an estimated $75 million working capital deficit and liabilities related to CNR's prepaid sales agreement and hedging positions.

The acquisition is conditioned upon, among other things, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary closing conditions.  Either the buyer or the seller may terminate the purchase agreement if the closing has not occurred by December 31, 2005.

 

Section 7 – Regulation FD

This excerpt taken from the CHK 8-K filed Aug 16, 2005.

Item 1.01 Entry into a Material Definitive Agreement

 

On August 11, 2005, Chesapeake Energy Corporation (the “Company”) entered into a Purchase Agreement with Banc of America Securities LLC, Bear, Stearns & Co. Inc., Credit Suisse First Boston LLC, Lehman Brothers Inc., and UBS Securities LLC., as representatives (the “Representatives”) of several Purchasers, to sell to the Purchasers $500 million principal amount of the Company’s 6.5% Senior Notes due 2017.

 

On August 12, 2005, the Company entered into a Purchase Agreement with the Representatives to sell to the Purchasers an additional $100 million principal amount of the Company’s 6.5% Senior Notes due 2017.

 

The senior notes are to be issued under an indenture dated as of August 16, 2005. A copy of the press release announcing the pricing of the 6.5% Senior Notes due 2017 was filed under Item 8.01 of our Form 8-K dated August 12, 2005.

 

 

Section 2- Financial Information

 

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