8-KMaterial AgreementsRegulation FDExhibits & Filings

EXPAND ENERGY Corp 8-K Report, Material Agreement (Oct 4, 2005)

Filed October 4, 2005For Securities:EXEEXEELEXEEWEXEEZ

Summary

Chesapeake Energy Corporation (CHK) announced on October 3, 2005, a significant definitive agreement to acquire Columbia Natural Resources, LLC (CNR) and its subsidiaries from Triana Energy Holdings, LLC. The transaction is valued at approximately $2.2 billion in cash, plus the assumption of an estimated $75 million working capital deficit and liabilities associated with CNR's prepaid sales agreements and hedging positions. This acquisition represents a major expansion for Chesapeake into the Appalachian Basin's natural gas production. The deal is subject to customary closing conditions, including the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. Both parties have a termination option if the closing does not occur by December 31, 2005. Investors should monitor the progress of regulatory approvals and the satisfaction of closing conditions, as this acquisition is a material event for Chesapeake Energy.

Key Highlights

  • 1Chesapeake Energy Corporation (CHK) entered into a material definitive agreement to acquire Columbia Natural Resources, LLC (CNR) and its subsidiaries.
  • 2The total purchase price is approximately $2.2 billion in cash.
  • 3Chesapeake will also assume an estimated $75 million working capital deficit.
  • 4Additional liabilities related to CNR's prepaid sales agreement and hedging positions will be assumed.
  • 5The acquisition focuses on expanding CHK's presence in the Appalachian Basin.
  • 6The transaction is conditioned on antitrust clearance (Hart-Scott-Rodino Act) and other customary closing conditions.
  • 7The agreement allows for termination if closing does not occur by December 31, 2005.

Frequently Asked Questions

This Form 8-K filing announces Chesapeake Energy Corporation's entry into a material definitive agreement to acquire Columbia Natural Resources, LLC and its subsidiaries.

The acquisition is valued at approximately $2.2 billion in cash, plus 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 on the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, along with other customary closing conditions.

Either party may terminate the purchase agreement if the closing has not occurred by December 31, 2005.