What is the primary purpose of this 8-K filing?

This 8-K filing announces Chesapeake Energy Corporation's entry into a material definitive agreement to merge with WildHorse Resource Development Corporation. It outlines the terms of the merger, conditions for closing, and related agreements.

What will WildHorse shareholders receive in the merger?

WildHorse shareholders will receive, at their election, either 5.336 shares of Chesapeake common stock and $3.00 in cash per share, or 5.989 shares of Chesapeake common stock per share.

What are the key conditions for the merger to be completed?

The merger's completion is subject to several conditions, including adoption of the merger agreement by WildHorse stockholders, approval of the stock issuance by Chesapeake shareholders, expiration of the HSR Act waiting period, effectiveness of a Form S-4 registration statement, listing approval on the NYSE, accuracy of representations and warranties, compliance with covenants, and conversion of WildHorse preferred stock.

Are there any restrictions on the shareholders of WildHorse after the merger?

Yes, major WildHorse stockholders (NGP and Carlyle) have entered into Voting and Support Agreements that prohibit them from selling certain percentages of their received Chesapeake common stock for a period after closing. These agreements also include standstill provisions for one year post-merger.

What are the potential financial implications if the merger is terminated?

If the merger agreement is terminated under certain circumstances, WildHorse may be required to pay Chesapeake an expense reimbursement of $25 million or a termination fee of $85 million. Conversely, Chesapeake may be required to pay WildHorse an expense reimbursement of $35 million or a termination fee of $120 million.

EXE 8-K: Material Agreements & Regulation FD

Summary

This 8-K filing by EXPAND ENERGY Corp (EXE) on October 30, 2018, details a material definitive agreement regarding a merger between Chesapeake Energy Corporation and WildHorse Resource Development Corporation. Under the terms of the merger agreement, WildHorse shareholders will receive a mix of Chesapeake common stock and cash, or solely Chesapeake common stock, per share of WildHorse common stock. The transaction is subject to customary closing conditions, including stockholder approvals and regulatory reviews such as the Hart-Scott-Rodino Act. The filing also outlines voting and support agreements entered into by major WildHorse stockholders to vote in favor of the merger, and registration rights granted to these stockholders for their received Chesapeake shares. The agreement includes provisions for potential termination fees and expense reimbursements for both parties under specific circumstances. This merger aims to combine the operations of the two companies, with Chesapeake acting as the surviving entity post-merger.

Key Highlights

1Chesapeake Energy Corporation (Chesapeake) entered into an Agreement and Plan of Merger with WildHorse Resource Development Corporation (WildHorse) and its subsidiary Coleburn Inc.
2WildHorse shareholders will receive a combination of Chesapeake common stock and cash, or solely Chesapeake common stock, as merger consideration.
3The merger is contingent upon the approval of WildHorse stockholders and Chesapeake shareholders, as well as expiration of the HSR Act waiting period and other customary closing conditions.
4Key WildHorse stockholders (NGP and Carlyle) have entered into Voting and Support Agreements to vote in favor of the merger and have agreed to certain restrictions on selling their received Chesapeake shares.
5Registration Rights Agreements have been established, allowing major WildHorse stockholders to request Chesapeake to register their shares for sale under certain conditions.
6The agreement includes provisions for termination fees and expense reimbursement payments under specified circumstances.
7Chesapeake will need to increase its authorized shares and potentially its board size, subject to shareholder approval.

EXPAND ENERGY Corp 8-K Report, Material Agreement (Oct 30, 2018)

Summary

Key Highlights

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