Summary
Chesapeake Energy Corporation (EXE) filed this 8-K on November 15, 2005, to report the entry into material definitive agreements related to its financing activities. Specifically, the company issued two series of senior notes and preferred stock. This filing details the terms of a $500 million issuance of 6.875% Senior Notes due 2020 and a $690 million issuance of 2.75% Contingent Convertible Senior Notes due 2035. These issuances were conducted through private placements under Section 4(2) of the Securities Act, with an exemption for transactions not involving a public offering. The company also issued 5,750,000 shares of 5% Cumulative Convertible Preferred Stock (Series 2005B). Registration rights agreements were established for all these securities, obligating Chesapeake Energy to file registration statements with the SEC to allow for the resale of these securities and any common stock issuable upon conversion. Failure to comply with these registration rights agreements could result in additional interest or dividends being paid.
Key Highlights
- 1Chesapeake Energy issued $500 million in 6.875% Senior Notes due 2020.
- 2Chesapeake Energy issued $690 million in 2.75% Contingent Convertible Senior Notes due 2035.
- 3Chesapeake Energy issued 5,750,000 shares of 5% Cumulative Convertible Preferred Stock (Series 2005B).
- 4All securities were issued via private placements under Section 4(2) of the Securities Act.
- 5Registration rights agreements were executed for all issuances, requiring the company to register the securities for resale.
- 6Failure to meet registration rights obligations may result in additional interest payments on the notes or increased dividends on the preferred stock.
- 7The Senior Notes and Convertible Notes are senior unsecured obligations, guaranteed by existing and future domestic subsidiaries, but subordinated to secured debt.