8-KAcquisitions & DispositionsMaterial AgreementsFinancial Events+2

EXPAND ENERGY Corp 8-K Report, Material Agreement (Mar 9, 2022)

Filed March 9, 2022For Securities:EXEEXEELEXEEWEXEEZ

Summary

Chesapeake Energy Corporation (the "Company") announced the completion of its previously disclosed acquisition of significant producing assets and drilling locations in the Marcellus Shale region of Northeast Pennsylvania on March 9, 2022. This "Marcellus Acquisition" involved approximately $2.65 billion, comprised of $2.0 billion in cash and $650.0 million in the Company's common stock. The acquisition was funded through existing cash reserves and $914 million in borrowings under the Company's credit agreement. In conjunction with the acquisition, the Company entered into Registration Rights Agreements with the sellers, ensuring the filing of a shelf registration statement for the registrable securities within fifteen days of closing. The Company will be responsible for maintaining the effectiveness of this registration statement. Importantly, detailed financial statements and pro forma information related to this acquisition will be provided in a future amendment to this filing.

Key Highlights

  • 1Completion of a significant acquisition of Marcellus Shale assets for approximately $2.65 billion.
  • 2Transaction funded by $2.0 billion cash and $650 million in Chesapeake Energy common stock.
  • 3Utilized $914 million in borrowings under the existing credit agreement to finance the acquisition.
  • 4Entered into Registration Rights Agreements with sellers to facilitate the registration of securities.
  • 5The acquired properties were cash and indebtedness free as of January 1, 2022, subject to adjustments.
  • 6Future amendment to the 8-K filing will include detailed financial statements and pro forma information for the acquired assets.

Frequently Asked Questions

This 8-K filing announces the completion of Chesapeake Energy Corporation's acquisition of significant producing assets and drilling locations in the Marcellus Shale and related material definitive agreements.

The acquisition was financed through a combination of approximately $2.0 billion in cash and $650.0 million in Chesapeake Energy's common stock. Additionally, $914 million was borrowed under the Company's existing credit agreement.

The Registration Rights Agreements were entered into with the sellers of the Marcellus assets. They obligate Chesapeake Energy to file a shelf registration statement for the registrable securities issued in connection with the transaction within fifteen days of closing and to maintain its effectiveness.

Detailed financial statements and pro forma financial information regarding the acquired Marcellus properties will be provided in a future amendment to this Form 8-K filing. This means the full financial picture is not yet available in this initial report.