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CHK » Topics » The following information supplements the Preliminary Prospectus dated May 8, 2007 filed pursuant to Rule 433, Registration Statement No. 333-142720.

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

The following information supplements the Preliminary Prospectus dated May 8, 2007 filed pursuant to Rule 433, Registration Statement No. 333-142720.

 

Title of Securities:

    2.500% Contingent Convertible Senior Notes due 2037

Aggregate Principal Amount Offered:

    $1,000,000,000 principal amount

Over-allotment Option:

    $150,000,000; 13-day option to cover over-allotments

Price to Public:

    100% of principal amount
Net proceeds to Chesapeake Energy Corporation, after underwriters’ discount, but before other offering expenses (assuming no exercise of over-allotment option):    $977,500,000

Use of proceeds:

    We intend to use the net proceeds from this offering to repay outstanding indebtedness under our revolving bank credit facility, which may be reborrowed for general corporate purposes

Estimated expenses of notes offering:

    $250,000

Interest payment dates:

    May 15 and November 15 of each year, commencing November 15, 2007

Record dates:

    May 1 and November 1

Maturity:

    May 15, 2037

Ranking:

    Senior unsecured

Coupon:

    2.500%

Principal amount per note:

    $1,000

Base Conversion Premium:

    50%

Last Sale Price (May 9, 2007):

    $34.39

Base Conversion Price:

    $51.585
   Subject to adjustment as set forth in the prospectus supplement.

Base Conversion Rate Per Note (approximately):

    19.3855
   Subject to adjustment as set forth in the prospectus supplement.

Incremental Share Factor:

    9.6927

 

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   Subject to adjustment as set forth in the prospectus supplement.

Conversion Contingencies:

   

- Prior to May 15, 2035, during any calendar quarter subject to 125% Conversion Trigger;

- On or after May 15, 2035, at all times;

- If the average trading price for the notes is less than 95% of the applicable conversion value;

- If the notes are called for redemption; or

- Upon the occurrence of specified corporate transactions

Comparable Yield:

    6.75%

Optional Redemption:

    On or after May 15, 2017

Repurchase of Notes at Holder’s Option:

    May 15, 2017, 2022, 2027 and 2032

Repurchase upon a Fundamental Change:

    Holder may require company to repurchase the notes for an amount equal to 100% of the principal amount of the notes, plus accrued and unpaid interest (including contingent interest, if any) up to but not including the date of repurchase, payable in cash

Contingent Interest:

    0.50% of the average trading price of the notes, commencing with the six-month period ending November 14, 2017, if the average trading price of the notes equals or exceeds 120% of the principal amount of the notes

Fundamental Change Protection

    Adjustment to the applicable conversion rate upon certain corporate transactions (per attached table)

Joint Global Book-Running Managers:

    Credit Suisse Securities (USA) LLC and UBS Securities LLC

Joint Book-Running Managers

    Banc of America Securities LLC, Barclays Capital Inc. and Deutsche Bank Securities Inc.

Senior Co-Managers:

    BNP Paribas Securities Corp., Bear, Stearns & Co. Inc., Fortis Securities LLC, Goldman, Sachs & Co., Lehman Brothers Inc., SunTrust Capital Markets, Inc., Wachovia Capital Markets, LLC Inc. and Wells Fargo Securities, LLC

Co-Managers:

    ABN AMRO Rothschild LLC, BMO Capital Markets Corp., BOSC, Inc., Calyon Securities (USA) Inc., Citigroup Global Markets Inc., Comerica Securities, Inc. HVB Capital Markets, Inc., Natexis Bleichroeder Inc., RBC Capital Markets Corporation, TD Securities (USA) LLC, U.S. Bancorp Investments, Inc. and Wedbush Morgan Securities Inc.

Gross Spread (%):

    2.25%

Gross Spread per Note:

    $22.50

Trade date:

    May 10, 2007

Settlement date:

    May 15, 2007

CUSIP:

    165167BZ9

Fundamental Change:

    The definition of “Fundamental Change” has been modified to eliminate the exceptions for “Permitted Holders”

 

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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 toll-free 1-800-221-1037.

 

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