OKLAHOMA CITY, Nov. 30 /PRNewswire-FirstCall/ -- Chesapeake Energy
Corporation (NYSE: CHK) announced that it intends to commence today an
exchange offer (the "Offer") to exchange its common stock for any and all of
its outstanding 4 million shares of its 6.00% Cumulative Convertible Preferred
Stock (the "Preferred Stock") (CUSIP Nos. 165167-70-1 and 165167-60-2(144A)).
The number of shares of common stock to be exchanged for each share of
Preferred Stock (the "Exchange Ratio") will be fixed after 5:00 p.m. New York
City time on Thursday, December 23, 2004, the Pricing Date, on the basis of
the applicable pricing formula set forth herein, and publicly announced prior
to the opening of trading on Monday, December 27, 2004. The Exchange Ratio
will equal the sum of (i) 4.8605 shares of common stock, the number of shares
into which the Preferred Stock is presently convertible and (ii) a number of
additional shares of common stock equal to $7.75 divided by the arithmetic
daily volume-weighted average price of our common stock, over a ten day
trading period beginning on December 10, 2004 and ending on the Pricing Date.
The Exchange Offer will be subject to a maximum of 5.5605 shares of common
stock and a minimum of 5.1605 shares of common stock per share of Preferred
Stock.
The Preferred Stock is listed on the New York Stock Exchange under the
symbol "CHKPrA", and Chesapeake's common stock is listed on the New York Stock
Exchange under the symbol "CHK".
The exchange offer will expire at 12:00 midnight, New York City time, on
Tuesday, December 28, 2004, unless extended or earlier terminated by
Chesapeake. Holders may withdraw tendered shares of Preferred Stock at any
time before the exchange offer expires, or if not previously returned, a
holder may withdraw any tendered shares of Preferred Stock that are not
accepted by Chesapeake on or before January 26, 2005. The tender and
withdrawal of shares of Preferred Stock pursuant to the Offer held in "street"
name are subject to compliance with the appropriate procedures of the
automated tender offer procedures, or ATOP, system of The Depositary Trust
Company.
The Offer will be made pursuant to an exchange offer prospectus contained
in a Registration Statement to be filed today by Chesapeake with the
Securities and Exchange Commission. Copies of the prospectus contained in the
Registration Statement may be obtained, when made available, from the
Information Agent for the Offer, MacKenzie Partners, Inc., who may be reached
at 800-322-2885 (US toll-free) and 212-929-5500 (collect). The Offer is
subject to the satisfaction of certain conditions.
The Company has engaged UBS Securities LLC to act as dealer manager in
connection with the Offer. Questions regarding the Offer may be directed to
UBS Securities LLC, 677 Washington Blvd., Stamford, CT 06901 at
(888) 722-9555, x4210 (US toll-free) and (203) 719-4210 (collect).
Holders of Preferred Stock are urged to read the exchange offer prospectus
when it becomes available because it includes important information. The
exchange offer prospectus and other related documents filed with the
Securities and Exchange Commission may be obtained for free from the
Information Agent or at the Commission's web site, http://www.sec.gov .
A registration statement relating to these securities has been filed with
the Securities and Exchange Commission but has not yet become effective.
These securities may not be sold nor may offers to buy be accepted prior to
the time the registration statement becomes effective. This press release
shall not constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sales of these securities in any State in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
This document contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Forward-looking statements include estimates and give
our current expectations or forecasts of future events. Although we believe
our forward-looking statements are reasonable, they can be affected by
inaccurate assumptions or by known or unknown risks and uncertainties.
Chesapeake Energy Corporation is the sixth largest independent natural gas
producer in the U.S. Headquartered in Oklahoma City, the company's operations
are focused on exploratory and developmental drilling and producing property
acquisitions in the Mid-Continent, Permian Basin, South Texas, Texas Gulf
Coast and Ark-La-Tex regions of the United States.
SOURCE Chesapeake Energy Corporation
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Related links:
http://www.chkenergy.com
CONTACT:
Marc Rowland, Executive Vice President and
Chief Financial Officer, +1-405-879-9232, or Tom Price, Jr.,
Senior Vice President-Investor Relations, +1-405-879-9257, both
of Chesapeake Energy Corporation
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