Edgar Filing: CHESAPEAKE ENERGY CORP

SC TO-I

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 1)

Chesapeake Energy Corporation

(Name of Subject Company (issuer))

Chesapeake Energy Corporation

(Name of Filing Persons (issuer))

2.75% Contingent Convertible Senior Notes due 2035

(Title of Class of Securities)

165167BW6

(CUSIP Number of Class of Securities)

James R. Webb

Executive Vice President- General Counsel

and Corporate Secretary

6100 North Western Avenue

Oklahoma City, Oklahoma 73118

(405) 848-8000

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

Copy to:

Hillary H. Holmes

Baker Botts L.L.P.

One Shell Plaza

910 Louisiana Street

Houston, Texas 77002

(713) 229-1234

CALCULATION OF FILING FEE




Transaction valuation*		Amount of filing fee**
$395,801,000		$39,857.16



*	For purposes of calculating amount of filing fee only. The transaction valuation upon which the filing fee was based was calculated as follows: The purchase price of the 2.75% Contingent Convertible Senior Notes due 2035, as described herein, is $1,000 per $1,000 principal amount outstanding. As of June 30, 2015, there was $395,801,000 aggregate principal amount outstanding, resulting in an aggregate purchase price of $395,801,000.



**	The amount of the filing fee equals $100.70 per $1 million of the value of the transaction.



x	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing registration statement number, or the Form or Schedule and the date of its filing.



Amount Previously Paid:	$ 39,857.16	Filing Party:	Chesapeake Energy Corporation
Form or Registration No.:	Schedule TO (File No. 005-43515)	Date Filed:	October 1, 2015



¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:



	¨	third-party tender offer subject to Rule 14d-1.
	x	issuer tender offer subject to Rule 13e-4.
	¨	going-private transaction subject to Rule 13e-3.
	¨	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:



	¨	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
	¨	Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed by Chesapeake Energy Corporation, an Oklahoma corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on October 1, 2015, relating to the Company’s offer to repurchase the 2.75% Contingent Convertible Senior Notes due 2035 that were issued by the Company (the “Notes”).

Pursuant to Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, this Amendment No. 1 amends and restates only the items of the Schedule TO that are being amended and restated hereby, and unaffected items and exhibits in the Schedule TO are not included herein. This Amendment No. 1 should be read in conjunction with the Schedule TO and the related offer materials, as the same may be further amended or supplemented hereafter and filed with the SEC.



ITEM 2.	Subject Company Information.

The Company is amending the Schedule TO filed by the Company with the SEC on October 1, 2015 to note that the Notes are listed on the New York Stock Exchange, but no trading market has developed.



ITEM 11.	Additional Information.

The Company is amending the Schedule TO filed by the Company with the SEC on October 1, 2015 to include the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2015 (File No. 001-13726), incorporated herein by reference.



ITEM 12.	Materials To Be Filed As Exhibits.

This Amendment No. 1 amends and restates Item 12 as follows:

INDEX TO EXHIBITS




(a)(1)(A)	—	Company Notice to Holders of Chesapeake Energy Corporation 2.75% Contingent Convertible Senior Notes due 2035, dated October 1, 2015.*

(a)(1)(B)	—	Form of Repurchase Notice.*

(a)(1)(C)	—	Press Release dated October 1, 2015.*

(a)(1)(D)	—	Supplement to Company Notice to Holders of Chesapeake Energy Corporation 2.75% Contingent Convertible Senior Notes due 2035, dated November 4, 2015.

(b)	—	Not applicable.

(d)(1)	—	Indenture dated as of November 8, 2005 among the Company, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.1.2 to the Company’s Current Report on Form 8-K filed on November 15, 2005).

(d)(4)	—	The description of the Notes and the Indenture set forth under the caption “Description of the Senior Notes” in the Company’s Prospectus dated March 7, 2006, forming part of the Company’s Registration Statement on Form S-3 (Registration No. 333-132261).

(d)(5)	—	The description of the Company’s common stock set forth under the caption “Description of the Notes” and under the caption “Description of Chesapeake Capital Stock” in the Prospectus dated March 7, 2006, forming part of the Company’s Registration Statement on Form S-3 (Registration No. 333-132261).

(g)	—	Not applicable.

(h)	—	Not applicable.

*Previously filed.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 4, 2015




	CHESAPEAKE ENERGY CORPORATION

	By:		/s/ James R. Webb
			James R. Webb
			Executive Vice President- General Counsel and Corporate Secretary

INDEX TO EXHIBITS




(a)(1)(A)	—	Company Notice to Holders of Chesapeake Energy Corporation 2.75% Contingent Convertible Senior Notes due 2035, dated October 1, 2015.*

(a)(1)(B)	—	Form of Repurchase Notice.*

(a)(1)(C)	—	Press Release dated October 1, 2015.*

(a)(1)(D)	—	Supplement to Company Notice to Holders of Chesapeake Energy Corporation 2.75% Contingent Convertible Senior Notes due 2035, dated November 4, 2015.

(b)	—	Not applicable.

(d)(1)	—	Indenture dated as of November 8, 2005 among the Company, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.1.2 to the Company’s Current Report on Form 8-K filed on November 15, 2005).

(d)(4)	—	The description of the Notes and the Indenture set forth under the caption “Description of the Senior Notes” in the Company’s Prospectus dated March 7, 2006, forming part of the Company’s Registration Statement on Form S-3 (Registration No. 333-132261).

(d)(5)	—	The description of the Company’s common stock set forth under the caption “Description of the Notes” and under the caption “Description of Chesapeake Capital Stock” in the Prospectus dated March 7, 2006, forming part of the Company’s Registration Statement on Form S-3 (Registration No. 333-132261).

(g)	—	Not applicable.

(h)	—	Not applicable.

*Previously filed.