Chesapeake Energy (CHK)

Section 8 – Other Events

Chesapeake Energy Corporation is filing this Current Report on Form 8-K to reflect certain required accounting adjustments and reclassifications described below with respect to the financial information contained in our Annual Report on Form 10-K for the year ended December 31, 2008 (“2008 Form 10-K”) filed on March 2, 2009 with the Securities and Exchange Commission. Neither this Report nor the Exhibits hereto reflect any events occurring after March 2, 2009 or modify or update the disclosures in our 2008 Form 10-K that may have been affected by subsequent events. Accordingly, this Report should be read in conjunction with the 2008 Form 10-K and our filings made with the SEC subsequent to the filing of our 2008 Form 10-K, including any amendments to those filings.

As previously disclosed in our 2008 Form 10-K, in May 2008 the Financial Accounting Standards Board issued Staff Position No. APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) (“FSP APB 14-1”), which clarifies the accounting for convertible debt instruments that may be settled in cash (including partial cash settlement) upon conversion. FSP APB 14-1 requires issuers to account separately for the liability and equity components of certain convertible debt instruments in a manner that reflects the issuer’s nonconvertible debt (unsecured debt) borrowing rate when interest cost is recognized. FSP APB 14-1 requires bifurcation of a component of the debt, classification of that component in equity and the accretion of the resulting discount on the debt to be recognized as part of interest expense in the issuer’s consolidated statement of operations. On January 1, 2009, we adopted and applied retrospectively FSP APB 14-1. The adoption of FSP APB 14-1 affects the accounting for our 2.75% Contingent Convertible Senior Notes due 2035, our 2.5% Contingent Convertible Senior Notes due 2037 and our 2.25% Contingent Convertible Senior Notes due 2038.

We have adjusted in Exhibit 99.1 to this Report the following financial information contained in our 2008 Form 10-K to reflect our retrospective application of FSP APB 14-1 to conform with the presentation we adopted in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009:

Item 8.01 Other Events

Chesapeake Energy Corporation is filing a registration statement on Form S-3 today which incorporates by reference the contents of this Current Report on Form 8-K. The securities covered by the registration statement will be senior notes of Chesapeake guaranteed by certain of its wholly owned subsidiaries. Pursuant to Rule 3-10 of Regulation S-X, Chesapeake must disclose certain financial information regarding the guarantor subsidiaries in connection with the registration of the senior notes. This report is being filed to add Note 12 to Chesapeake’s unaudited consolidated interim financial statements included in Part I, Item 1 of its quarterly report on Form 10-Q for the quarter ended September 30, 2008. This item, with the addition of Note 12, is included in its entirety as Exhibit 99.1.

This Current Report on Form 8-K should be read in conjunction with Chesapeake’s annual report on Form 10-K for the year ended December 31, 2007, its quarterly report on Form 10-Q for the quarter ended September 30, 2008 and its other filings with the Securities and Exchange Commission.

Section 9 – Financial Statements and Exhibits

Item 8.01. Other Events.

On May 30, 2008, we received comments from the Staff of the Securities and Exchange Commission (the “SEC”) with respect to our Annual Report on Form 10-K for the year ended December 31, 2007 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008. The Staff comments inquired about certain of our disclosures and solicited supplemental information. We submitted our responses to the Staff’s comments on June 13, 2008. We believe that the disclosures and financial statements in these filings comply in all material respects with applicable SEC regulations and that our financial statements were prepared in accordance with generally accepted accounting principles. The ultimate resolution of the Staff’s comments, however, could require an amendment to the filings under review or a change in our disclosures in future filings. A copy of our response to the Staff of the SEC is filed herewith as Exhibit 99.1.

Item 8.01 Other Events.

On August 8, 2007, Chesapeake Energy Corporation (the “Company”) entered into an Underwriting Agreement with Deutsche Bank Securities Inc. relating to the public offering of $500 million principal amount of the Company’s 2.500% Contingent Convertible Senior Notes due 2037 (the "Notes"). A copy of the Underwriting Agreement is filed herewith as Exhibit 1.1.

The offering was made pursuant to a registration statement on Form S-3 (No. 333-142720) of the Company and its guarantor subsidiaries. The registration statement was automatically effective upon filing on May 8, 2007. A definitive prospectus supplement dated August 8, 2007 to the base prospectus dated May 8, 2007 forming a part of the registration statement was filed on August 9, 2007 with the SEC under Rule 424(b)(2) of the Securities Act of 1933, as amended. Certain opinions related to such registration statement and the offering are filed as exhibits to this Current Report on Form 8-K.

The Notes were issued on August 14, 2007 under an Indenture dated as of May 15, 2007 among the Company, certain of the Company's subsidiaries, as guarantors, and The Bank of New York Trust Company, N.A., as trustee, as supplemented by the Supplemental Indenture dated as of August 7, 2007. The Indenture, as supplemented, and the form of the Notes are incorporated by reference herein as Exhibits 4.1 and 4.2.

2

Item 8.01 Other Events.

Opinions by Vinson & Elkins L.L.P. and Commercial Law Group, P.C. related to our registration statement on Form S-3 (Registration No. 333-142720) and the offering are also attached hereto as Exhibit 5.1 and Exhibit 5.2.

3

Section 9 – Financial Statements and Exhibits

Item 8.01 Other Events.

An opinion by Commercial Law Group, P.C. related to our registration statement on Form S-3 (Registration No. 333-130196) and the offering is also attached hereto as Exhibit 5.1.

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.

3

4

Item 8.01 Other Events.

On December 7, 2006, the Company issued a press release to announce the offering of 30 million shares of Common Stock. The press release is attached hereto as exhibits 99.1.

On December 8, 2006, the Company issued a press release to announce the pricing of the offering of 30 million shares of Common Stock. The press release is attached hereto as exhibits 99.2.

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.

3

4

Item 8.01 Other Events.

On November 27, 2006, the Company announced that it intends to offer €400 million of a new issue of senior notes due 2017. Chesapeake intends to use the net proceeds from the offering to repay outstanding indebtedness under its revolving credit facility. The press release is attached hereto as Exhibit 99.1.

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.

3

4

ITEM 8.01 Other Events

On November 14, 2005, pursuant to a purchase agreement dated September 30, 2005, Chesapeake Energy Corporation completed its acquisition of Columbia Energy Resources, LLC and its related subsidiaries including Columbia Natural Resources, LLC (“Columbia”), for $2.2 billion in cash. Through this transaction, we acquired properties and assets principally located in the Appalachian Basin in West Virginia, Kentucky, Ohio, Pennsylvania and New York.

We are filing as Exhibit 99.1 to this report the unaudited pro forma condensed combined statement of operations of Chesapeake and Columbia for the year ended December 31, 2005.

Item 8.01 Other Events.

On January 30, 2006, Chesapeake Energy Corporation issued a press release announcing a private offering of $500 million of 6.5% senior notes due 2017. The press release is attached hereto as exhibits 99.1.

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.

3

4

Item 8.01 Other Events.

This Form 8-K/A is filed solely to correct the “date of report” and “date of earliest event reported” on the cover page and the date of execution appearing in our Form 8-K filed on October 11, 2005. As corrected by this amendment, these are dates in October, not September as originally reported.

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.

3