8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 22, 2011 (February 16, 2011)

CHESAPEAKE ENERGY CORPORATION

(Exact name of Registrant as specified in its Charter)

Oklahoma	1-13726	73-1395733
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

6100 North Western Avenue, Oklahoma City, Oklahoma	73118
(Address of principal executive offices)	(Zip Code)

(405) 848-8000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

*           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

*           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

*           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

*           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

On February 16, 2011, Chesapeake Energy Corporation (the “Company”) and CNOOC Limited (NYSE:CEO; SEHK:00883) issued a press release announcing the closing of the Niobrara-focused Denver-Julesburg (DJ) Basin and Powder River Basin project cooperation agreement between the Company and CNOOC International Limited (“CNOOC”), a wholly owned subsidiary of CNOOC Limited.  A copy of the press release is attached as Exhibit 99.1 to this Current Report.

On February 21, 2011, the Company issued a press release announcing it has agreed to sell all of its interest in approximately 487,000 net acres of leasehold and producing natural gas properties in the Fayetteville Shale play in central Arkansas to BHP Billiton Petroleum, a wholly owned subsidiary of BHP Billiton Limited (NYSE:BHP; ASX:BHP).  A copy of the press release is attached herewith as Exhibit 99.2 to this Current Report.

Section 8 – Other Events

Item 8.01 Other Events.

On February 16, 2011, the Company and CNOOC Limited announced the closing of the Niobrara-focused project cooperation agreement under which CNOOC purchased a 33.3% undivided interest in the Company’s 800,000 net oil and natural gas leasehold acres in the DJ and Powder River Basins project in northeast Colorado and southeast Wyoming. The consideration for the transaction was $570 million in cash at closing. In addition, CNOOC has agreed to fund 66.7% of the Company’s share of drilling and completion costs up to $697 million, which the Company expects to occur by year-end 2014.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.  See "Index to Exhibits" attached to this Current Report on Form 8-K, which is incorporated by reference herein.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CHESAPEAKE ENERGY CORPORATION
By:	/s/ JENNIFER M. GRIGSBY
	Jennifer M. Grigsby
	Senior Vice President, Treasurer and Corporate Secretary

Date:           February 22, 2011

EXHIBIT INDEX

Exhibit No.	Document Description
99.1	Chesapeake Energy Corporation press release dated February 16, 2011 – Closing of Niobrara-focused DJ Basin and Powder River Basin transaction with CNOOC
99.2	Chesapeake Energy Corporation press release dated February 21, 2011 – Sale of Fayetteville Shale assets to BHP Billiton

EX-99.1

Exhibit 99.1

News Release
FOR IMMEDIATE RELEASE
FEBRUARY 16, 2011

 CHESAPEAKE ENERGY CORPORATION AND CNOOC LIMITED ANNOUNCE

CLOSING OF NIOBRARA-FOCUSED DJ BASIN AND POWDER RIVER

BASIN PROJECT COOPERATION AGREEMENT

OKLAHOMA CITY, OKLAHOMA, FEBRUARY 16, 2010 – Chesapeake Energy Corporation (NYSE:CHK) and CNOOC Limited (NYSE:CEO; SEHK:00883) today announced the closing of a project cooperation agreement whereby CNOOC International Limited, a wholly owned subsidiary of CNOOC Limited, purchased a 33.3% undivided interest in Chesapeake’s 800,000 net oil and natural gas leasehold acres in the Denver-Julesburg (DJ) and Powder River Basins in northeast Colorado and southeast Wyoming.  The consideration for the transaction was $570 million in cash.  In addition, CNOOC Limited has agreed to fund 66.7% of Ch esapeake’s share of drilling and completion costs up to $697 million, which Chesapeake expects to occur by year-end 2014.

Aubrey K. McClendon, Chesapeake’s Chief Executive Officer, commented, “We are very pleased to once again have CNOOC Limited as our partner in one of our shale development transactions.  We look forward to accelerating the development of this large domestic oil and natural gas resource, resulting in a reduction of our country’s oil imports over time, the creation of thousands of high-paying jobs in the U.S. and the payment of very significant local, state and federal taxes.”

Yang Hua, Chief Executive Officer of CNOOC Limited, stated, “Congratulations on the successful closing of the transaction, which will further enhance our presence in the shale oil and gas industry.  In the future, we will closely cooperate with Chesapeake to fully explore the potential of the project and bring benefits to both parties as well as other stakeholders.”

Chesapeake’s advisor on the transaction was Jefferies & Company, Inc., and CNOOC Limited’s advisor was Tudor, Pickering, Holt & Co. Securities, Inc.

This news release 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 regarding expected future events.  Actual results could differ materially as a result of a variety of risks and uncertainties.  While forward-looking statements are based on assumptions and analyses made by us that we believe to be reasonable under the circumstances, a number of risks and uncertainties could cause our actual results and future developments to differ materially from our predictions and expectations.  See “Risks Related to Our Business” in Chesapeake's Prospectus Supplement f iled with the U.S. Securities and Exchange Commission (SEC) on February 9, 2011 for a discussion of risk factors that affect our business and could affect the project cooperation agreement.  Further discussion of risks and uncertainties can also be found in CNOOC Limited’s 2009 Annual Report on Form 20-F filed with the SEC on April 23, 2010.  We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information.

Chesapeake Energy Corporation is the second-largest producer of natural gas and the most active driller of new wells in the U.S.  Headquartered in Oklahoma City, the company's operations are focused on discovering and developing unconventional natural gas and oil fields onshore in the U.S.  Chesapeake owns leading positions in the Barnett, Fayetteville, Haynesville, Marcellus and Bossier natural gas shale plays and in the Eagle Ford, Granite Wash, Tonkawa, Cleveland, Mississippian, Wolfcamp, Bone Spring, Avalon and Niobrara unconventional liquids plays.  The company has also vertically integrated its operations and owns substantial midstream, compression, drilling and oilfield service assets.   Further information is available at www.chk.com where Chesapeake routinely posts announcements, updates, events, investor information and presentations and all recent press releases.

INVESTOR CONTACTS:		MEDIA CONTACTS:	CHESAPEAKE ENERGY CORPORATION
Jeffrey L. Mobley, CFA	John J. Kilgallon	Jim Gipson	6100 North Western Avenue
(405) 767-4763	(405) 935-4441	(405) 935-1310	P.O. Box 18496
jeff.mobley@chk.com	john.kilgallon@chk.com	jim.gipson@chk.com	Oklahoma City, OK 73154

For further inquiries to Chesapeake, please contact:

Jeffery L. Mobley, CFA (investor contact) Tel: 405-767-4763 Email: jeff.mobley@chk.com John J. Kilgallon (investor contact) Tel: 405-935-4441 Email: john.kilgallon @chk.com   Jim Gipson (media contact) Tel: 405-935-1310 Email: jim.gipson@chk.com  

CNOOC Limited is China's largest producer of offshore crude oil and natural gas and one of the largest independent oil and gas exploration and production companies in the world.  Headquartered in Hong Kong, CNOOC Limited mainly engages in exploration, development, production and sales of oil and natural gas and has four major production areas in offshore China, which are Bohai Bay, Western South China Sea, Eastern South China Sea and East China Sea.  In addition, it is one of the largest offshore crude oil producers in Indonesia.  CNOOC Limited also has upstream assets in Nigeria, Australia and other countries.  Further information is available at www.cnoocltd.com.

For further inquiries to CNOOC Limited, please contact:

Mr. Jiang Yongzhi Joint Company Secretary, General Manager of Investor Relations CNOOC Ltd Tel: +86-10-8452-1731 Fax: +86-10-8452-1441 Email: Jiangyzh2@cnooc.com.cn Ms. Sharon Fung Ketchum Newscan Public Relations Ltd Tel: +852-3141-8082 Fax: +852-2510-8199 Email: sharon.fung@knprhk.com  

EX-99.2

Exhibit 99.2

News Release
FOR IMMEDIATE RELEASE
FEBRUARY 21, 2011

CHESAPEAKE ENERGY CORPORATION ANNOUNCES SALE OF FAYETTEVILLE

SHALE ASSETS TO BHP BILLITON FOR $4.75 BILLION IN CASH

OKLAHOMA CITY, OKLAHOMA, FEBRUARY 21, 2011 – Chesapeake Energy Corporation (NYSE:CHK) today announced it has agreed to sell all of the company’s interests in approximately 487,000 net acres of leasehold and producing natural gas properties in the Fayetteville Shale play in central Arkansas to BHP Billiton Petroleum, a wholly owned subsidiary of BHP Billiton Limited (NYSE:BHP; ASX:BHP), for $4.75 billion in cash before certain deductions and standard closing adjustments.  The transaction includes existing net production of approximately 415 million cubic feet of natural gas equivalent per day and midstream assets with approximately 420 miles of pipeline.  As part of the transaction, Chesapeake has agreed to provide essential services for up to one year for BHP Billiton’s Fayetteville properties for an agreed-upon fee.  The transaction is expected to close in the first half of 2011.

Aubrey K. McClendon, Chesapeake’s Chief Executive Officer, commented, “We are pleased to announce the sale of our Fayetteville Shale assets to BHP Billiton and quickly achieve substantial progress in implementing the debt reduction targets of our previously announced 25/25 Plan.  BHP Billiton is a premier global company and we look forward to working with BHP Billiton’s management to ensure a smooth transition of operations.”

“The Fayetteville shale is a world-class onshore natural gas resource,” said J. Michael Yeager, Chief Executive of BHP Billiton Petroleum.  “The purchase of this long-life field immediately adds over 10 trillion cubic feet of gas resources to our portfolio and is consistent with our strategy of investing in large, low cost assets with significant volume growth for future development.”

Chesapeake’s advisor on the transaction was Jefferies & Company, Inc.

This news release 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, including the expected completion of the transaction and a projection of potential natural gas resources.  Forward-looking statements 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, and actual results may differ from the expectations expressed.  See “Risks Related to Our Busin ess” in our Prospectus Supplement filed with the U.S. Securities and Exchange Commission on February 9, 2011 for a discussion of risk factors that affect our business.  We caution you not to place undue reliance on our forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information.  This news release also contains an estimate of natural gas resources associated with the Fayetteville Shale properties being acquired by BHP Billiton.  This is an internal estimate of volumes of natural gas and oil that include both proved reserves and unproved resources that are potentially recoverable through exploratory drilling or additional drilling or recovery techniques.  Unproved resources is a broader category than probable and poss ible reserves, as defined by SEC regulations, and estimates of unproved resources are by their nature more speculative than estimates of proved reserves.  Actual quantities that are ultimately recovered may differ substantially from prior estimates of unproved resources.

Chesapeake Energy Corporation is the second-largest producer of natural gas and the most active driller of new wells in the U.S.  Headquartered in Oklahoma City, the company's operations are focused on discovering and developing unconventional natural gas and oil fields onshore in the U.S.  Chesapeake owns leading positions in the Barnett, Fayetteville, Haynesville, Marcellus and Bossier natural gas shale plays and in the Eagle Ford, Granite Wash, Cleveland, Tonkawa, Mississippian, Wolfcamp, Bone Spring, Avalon, Niobrara and Williston Basin unconventional liquids plays.  The company has also vertically integrated its operations and owns substantial midstream, compression, drilling and oilfiel d service assets.  Further information is available at www.chk.com where Chesapeake routinely posts announcements, updates, events, investor information and presentations and all recent press releases.

INVESTOR CONTACTS:		MEDIA CONTACTS:	CHESAPEAKE ENERGY CORPORATION
Jeffrey L. Mobley, CFA	John J. Kilgallon	Jim Gipson	6100 North Western Avenue
(405) 767-4763	(405) 935-4441	(405) 935-1310	P.O. Box 18496
jeff.mobley@chk.com	john.kilgallon@chk.com	jim.gipson@chk.com	Oklahoma City, OK 73154