Chesapeake Energy Corporation Announces Early Results and Early Settlement Date for Cash Tender Offers for Senior Notes and Senior Secured Second Lien Notes

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Oct 12, 2017, 07:00 ET

OKLAHOMA CITY, Oct. 12, 2017 /PRNewswire/ -- Chesapeake Energy Corporation (NYSE:CHK) announced today the results to date of its pending cash tender offers (the "Tender Offers" and each offer to purchase a series of notes individually, a "Tender Offer") to purchase up to $550,000,000 aggregate purchase price, exclusive of Accrued Interest (the "Aggregate Maximum Purchase Amount"), of the outstanding notes of Chesapeake set forth in the table below (collectively, the "Notes"), as well as the anticipated early settlement date for the Tender Offers on October 13, 2017 (the "Early Settlement Date").

All terms and conditions of the Tender Offers remain unchanged as set forth in the Offer to Purchase dated September 27, 2017 (the "Offer to Purchase") and the related Letter of Transmittal, and capitalized terms used but not defined herein shall have the meaning ascribed to them in the Offer to Purchase.

The following table sets forth the aggregate principal amounts of each series of Notes that were tendered and not withdrawn on or prior to 5:00 p.m., New York City time, on October 11, 2017 (the "Early Tender Date"), and the aggregate principal amount of Notes expected to be accepted for purchase on the Early Settlement Date:

Series of Notes	CUSIP Number	Aggregate Principal Amount Outstanding Prior to Tender Offers	Aggregate Principal Amount of Notes Tendered⁽¹⁾	Expected Aggregate Principal Amount of Notes Accepted	Tender Caps⁽²⁾	Acceptance Priority Level	Total Consideration⁽³⁾⁽⁴⁾

8.00% Senior Secured Second Lien Notes due 2022	165167CQ8 U16450AT2	$1,737,135,000	$1,315,162,000	$320,366,000	$350,000,000	1	$1,092.50
6.625% Senior Notes due 2020	165167CF2	$572,621,000	$ 135,572,000	$135,572,000	$200,000,000	2	$1,040.00
6.875% Senior Notes due 2020	165167BU0 165167BT3 USU16450AQ87	$278,978,000	$51,258,000	$ 51,258,000		2	$1,035.00
6.125% Senior Notes due 2021	165167CG0	$550,327,000	$55,235,000	$2,795,000		3	$1,012.50
5.375% Senior Notes due 2021	165167CK1	$269,907,000	$62,563,000	$3,227,000		3	$967.50

(1) Notes tendered have not been accepted.

(2) A $350,000,000 Tender Cap applies to the aggregate purchase (exclusive of Accrued Interest) of the 8.00% Senior Secured Second Lien Notes due 2022. A $200,000,000 Tender Cap applies to the aggregate purchase price (exclusive of Accrued Interest) of the 6.625% Senior Notes due 2020 and the 6.875% Senior Notes due 2020, collectively. A Tender Cap equal to $200,000,000 less the aggregate purchase price (exclusive of Accrued Interest) of the 6.625% Senior Notes due 2020 and the 6.875% Senior Notes due 2020, collectively, validly tendered and accepted for purchase, applies to the 6.125% Senior Notes due 2021 and the 5.375% Senior Notes due 2021, collectively.

(3) Per $1,000 principal amount of Notes validly tendered and accepted for purchase in the applicable Tender Offer (exclusive of any Accrued Interest, which will be paid in addition to the Tender Offer Consideration or the Total Consideration, as applicable, to, but not including, the applicable Settlement Date).

(4) Includes the applicable Early Tender Premium.

As of the Early Tender Date, the aggregate purchase price (exclusive of accrued interest) of Notes with Acceptance Priority Level 1 and Acceptance Priority Level 3 validly tendered exceeds the Priority 1 Tender Cap and the Priority 3 Tender Cap, respectively, but the aggregate purchase price (exclusive of accrued interest) of Notes with Acceptance Priority Level 2 validly tendered does not exceed the Priority 2 Tender Cap. Accordingly, all Notes with Acceptance Priority Level 2 validly tendered will be accepted for purchase, and unless Chesapeake increases the Priority 1 Tender Cap, Priority 3 Tender Cap and the Aggregate Maximum Purchase Amount, Notes with Acceptance Priority Level 1 and Acceptance Priority Level 3 will be subject to proration as described in the Offer to Purchase and no Notes will be accepted for purchase if tendered after the Early Tender Date.

The Tender Offers will expire at 11:59 p.m., New York City time, on October 25, 2017 (such date and time with respect to a Tender Offer, as it may be extended for such Tender Offer, the "Expiration Date"). No tenders will be valid if submitted after the Expiration Date. The deadline for holders to validly withdraw tenders of Notes has passed. Accordingly, Notes that were already tendered at the Early Tender Date and any additional Notes that are tendered at or prior to the Expiration Date may not be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.

The Company expects that the conditions to the Tender Offers, including the Financing Condition, will be satisfied as of the Early Settlement Date.

Morgan Stanley & Co. LLC is acting as the dealer manager in the Tender Offers. Global Bondholder Services Corporation has been retained to serve as both the depositary and the information agent for the Tender Offers. Persons with questions regarding the Tender Offers should contact Morgan Stanley & Co. LLC at (toll-free) (800) 624-1808 or (collect) (212) 761-1057. Requests for copies of the Offer to Purchase, the related Letter of Transmittal and other related materials should be directed to Global Bondholder Services Corporation at (toll-free) (866) 470-4200 or (collect) (212) 430-3774.

None of Chesapeake, its board of directors, its officers, the dealer manager, the depositary, the information agent or the trustees with respect to the Notes, or any of their respective affiliates, makes any recommendation that holders tender or refrain from tendering all or any portion of the principal amount of their Notes, and no one has been authorized by any of them to make such a recommendation. Holders must make their own decision as to whether to tender their Notes and, if so, the principal amount of Notes to tender. The Tender Offers are made only by the Offer to Purchase and related Letter of Transmittal. This press release is neither an offer to purchase nor a solicitation of an offer to sell any notes in the Tender Offers. The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Tender Offers are required to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of Chesapeake by the dealer manager or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE:CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. Chesapeake also owns oil and natural gas marketing and natural gas compression businesses.

This news release includes "forward-looking statements" that give Chesapeake's current expectations or forecasts of future events, including the timing of the settlement and amounts to be purchased in the Tender Offers, the satisfaction of the Financing Condition and any statement that is not a historical fact. Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we can give no assurance they will prove to have been correct. They can be affected by inaccurate or changed assumptions or by known or unknown risks and uncertainties (including the satisfaction of conditions precedent to completing the Tender Offers, Chesapeake's ability to consummate any or all of the Tender Offers and risks and uncertainties stated in Chesapeake's Annual Report on Form 10-K for the year ended December 31, 2016 and its other filings with the SEC), any of which may cause actual results to differ materially from the expectation expressed. We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information, except as required by applicable law.

INVESTOR CONTACT:
Brad Sylvester, CFA
(405) 935-8870
[email protected]

MEDIA CONTACT:
Gordon Pennoyer
(405) 935-8878
[email protected]

SOURCE Chesapeake Energy Corporation