0000895126-12-000036.txt : 20120109 0000895126-12-000036.hdr.sgml : 20120109 20120109171521 ACCESSION NUMBER: 0000895126-12-000036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20120103 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120109 DATE AS OF CHANGE: 20120109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE ENERGY CORP CENTRAL INDEX KEY: 0000895126 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731395733 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13726 FILM NUMBER: 12518177 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 8-K 1 chk01092012_8k.htm CURRENT REPORT chk01092012_8k.htm


 
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): January 9, 2012 (January 3, 2012)


 
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 2 – Financial Information

Item 2.02 Results of Operations and Financial Condition.

On January 4, 2012, Chesapeake Energy Corporation (the “Company”), issued a press release announcing preliminary 2011 operational results and its progress in achieving its production and long-term debt reduction goals set forth in its 30/25 Plan.  A copy of this press release is attached as Exhibit 99.1 to this Current Report.


Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

On January 3, 2012, the Company issued a press release announcing the completion of a joint venture transaction with Total E&P USA, Inc. (“Total”), a wholly owned subsidiary of Total S.A. (NYSE:TOT, FP:FP).  A copy of this press release is attached as Exhibit 99.2 to this Current Report.
 
On January 9, 2012, the Company issued a press release announcing the date that it will issue its 2011 fourth quarter and full year financial and operational results.  The press release also provided information for accessing the related conference call.  A copy of this press release is attached as Exhibit 99.3 to this Current Report.
 
 
Section 8 – Other Events

Item 8.01 Other Events.
 
On January 3, 2012, the Company announced the completion of a joint venture transaction with Total, whereby Total acquired an undivided 25% interest in approximately 619,000 net acres in the Utica Shale (the “JV Acreage”).  Of the JV Acreage, approximately 542,000 net acres were contributed to the joint venture by the Company and approximately 77,000 net acres were contributed by Houston-based EnerVest, Ltd. and its affiliates (“EnerVest”).  The joint venture area covers all or a portion of 10 counties in eastern Ohio.

The transaction, which closed on Friday, December 30, 2011, resulted in combined value of approximately $2.32 billion, of which approximately $2.03 billion was received by the Company and approximately $290 million by EnerVest.  Approximately $610 million was paid to the Company in cash at closing and approximately $1.42 billion will be paid in the form of a drilling and completion cost carry, which the Company anticipates fully receiving by year-end 2014.


Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.  See "Exhibit Index" 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:           January 9, 2012
 
 
 
 
 
 
EXHIBIT INDEX


Exhibit No.
 
Document Description
 
       
99.1
 
Chesapeake Energy Corporation press release dated January 4, 2012 – Preliminary operational results and 30/25 Plan update
 
       
99.2
 
Chesapeake Energy Corporation press release dated January 3, 2012 – Utica Shale joint venture with Total E&P, USA, Inc.
 
       
99.3
 
Chesapeake Energy Corporation press release dated January 9, 2012 – 2011 fourth quarter and full year operational and financial results release date
 
       
 
EX-99.1 2 chk01092012_991.htm PRESS RELEASE - JANUARY 4, 2012 chk01092012_991.htm
Exhibit 99.1
News Release
   
FOR IMMEDIATE RELEASE
 
JANUARY 4, 2012
 

CHESAPEAKE ENERGY CORPORATION ANNOUNCES SUBSTANTIAL
PROGRESS IN ACHIEVING ITS 30/25 PLAN

Net Debt Reduced by $2.2 Billion during 2011 while Net Debt
Per Proved Mcfe Reduced by 25%
 
 
Full-year 2011 Production Increased by 15% and Year-end 2011
Proved Reserves Increased by 10%

OKLAHOMA CITY, OKLAHOMA, JANUARY 4, 2012 – Chesapeake Energy Corporation (NYSE:CHK) today announced substantial progress in achieving its long-term debt reduction goal set forth in its 30/25 Plan announced in January 2011.  Chesapeake’s long-term debt (net of cash) as of year-end 2011 was approximately $10.3 billion, a reduction of $1.4 billion from the September 30, 2011 level of $11.7 billion and a reduction of $2.2 billion from the year-end 2010 level of $12.5 billion.  Chesapeake’s 30/25 Plan calls for the company’s long-term debt (net of cash) to be approximately $9.5 billion as of year-end 2012 and the company fully intends to achieve this level by year-end 2012, regardless of the price of natural gas during the year.  In the first year of the plan, Chesapeake achieved more than 70% of its two-year goal and reduced its long-term debt (net of cash) per unit of proved reserves from $0.73 per thousand cubic feet of natural gas equivalent (mcfe) to approximately $0.55 per mcfe, a debt per mcfe reduction of 25% in just one year.

The 30/25 Plan also calls for the company to increase its production by 30% during the two-year period ending December 31, 2012, net of property divestitures.  The Plan’s original goal of 25% production growth was increased to 30% in July 2011.  During 2011, Chesapeake increased its annual production by 15% to an average of approximately 3.27 billion cubic feet of natural gas equivalent per day.  However, if natural gas prices remain at currently depressed levels, Chesapeake will further reduce its drilling capital expenditures on dry natural gas plays, which would likely decrease its projected natural gas production and could reduce its two-year production growth target below 30%.

Despite the divestiture of approximately 2.8 trillion cubic feet of natural gas equivalent (tcfe) of proved reserves, Chesapeake announced preliminary estimated year-end 2011 proved reserves of approximately 18.8 tcfe, an increase of 10% from year-end 2010 levels.

In addition, Chesapeake provided an update on its hedging position and disclosed it has downside protection in place on approximately 44% of its projected liquids production for the first half of 2012 at an average price of $101.72 per barrel (bbl) and approximately 25% of its projected liquids production for the second half of 2012 at an average price of $102.59 per bbl.
 
INVESTOR CONTACTS:
 
MEDIA CONTACTS: 
 
CHESAPEAKE ENERGY CORPORATION
Jeffrey L. Mobley, CFA
 
John J. Kilgallon
 
Michael Kehs
 
Jim Gipson
 
 6100 North Western Avenue
(405) 767-4763
 
(405) 935-4441
 
(405) 935-2560
 
(405) 935-1310
 
 P.O. Box 18496
jeff.mobley@chk.com
 
john.kilgallon@chk.com
 
michael.kehs@chk.com
 
jim.gipson@chk.com
 
 Oklahoma City, OK 73154
 
 
 

Chesapeake Energy Corporation is the second-largest producer of natural gas, a Top 15 producer of oil and natural gas liquids 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, Haynesville, Bossier, Marcellus and Pearsall natural gas shale plays and in the Granite Wash, Cleveland, Tonkawa, Mississippi Lime, Bone Spring, Avalon, Wolfcamp, Wolfberry, Eagle Ford, Niobrara, Three Forks/Bakken and Utica unconventional liquids plays.  The company has also vertically integrated its operations and owns substantial midstream, compression, drilling, trucking, pressure pumping and other oilfield service assets directly and indirectly through its subsidiaries Chesapeake Midstream Development, L.P. and Chesapeake Oilfield Services, L.L.C. and its affiliate Chesapeake Midstream Partners, L.P. (NYSE:CHKM).  Chesapeake’s stock is listed on the New York Stock Exchange under the symbol CHK.  Further information is available at www.chk.com where Chesapeake routinely posts announcements, updates, events, investor information, presentations and news releases.

This news release includes "forward-looking statements" that give Chesapeake's current expectations or forecasts of future events, including estimated net long-term debt, production and proved reserves.  Although Chesapeake believes the expectations and forecasts reflected in these forward-looking statements are reasonable, it can give no assurance they will prove to have been correct.  They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties.  Factors affecting Chesapeake’s business are described under “Risk Factors” in Chesapeake's 2010 Form 10-K filed with the U.S. Securities and Exchange Commission on March 1, 2011.  Chesapeake cautions you not to place undue reliance on its forward-looking statements, which speak only as of the date of this news release, and undertakes no obligation to update this information.
EX-99.2 3 chk01092012_992.htm PRESS RELEASE - JANUARY 3, 2012 chk01092012_992.htm
Exhibit 99.2
News Release
   
FOR IMMEDIATE RELEASE
 
JANUARY 3, 2012
 
 
CHESAPEAKE ENERGY CORPORATION ANNOUNCES COMPLETION OF
$2.32 BILLION UTICA SHALE JOINT VENTURE TRANSACTION
WITH TOTAL E&P USA, INC.

OKLAHOMA CITY, OKLAHOMA, JANUARY 3, 2012 – Chesapeake Energy Corporation (NYSE:CHK) today announced the completion of a joint venture (“JV”) transaction with Total E&P USA, Inc., a wholly owned subsidiary of Total S.A. (NYSE:TOT, FP:FP) (“Total”), whereby Total acquired an undivided 25% interest in approximately 619,000 net acres in the liquids-rich area of the Utica Shale.  Of the JV acreage, approximately 542,000 net acres were contributed to the JV by Chesapeake and approximately 77,000 net acres were contributed by Houston-based EnerVest, Ltd. and its affiliates (“EnerVest”).  The JV area covers all or a portion of 10 counties in eastern Ohio (the “JV AMI”).

The transaction, which closed on Friday, December 30, 2011, resulted in combined value of approximately $2.32 billion, of which approximately $2.03 billion was received by Chesapeake and approximately $290 million by EnerVest.  Approximately $610 million was paid to Chesapeake in cash at closing and approximately $1.42 billion will be paid in the form of a drilling and completion cost carry, which Chesapeake anticipates fully receiving by year-end 2014.

Chesapeake will serve as the operator of the JV and will conduct all leasing, drilling, completing, operating and marketing activities for the project.  The agreement provides that Total will acquire a 25% share of all additional acreage acquired by Chesapeake in the JV AMI.  Total will also participate with Chesapeake and EnerVest in midstream infrastructure related to production generated from the assets with a 25% interest.

Jefferies & Company, Inc. acted as financial advisor to Chesapeake on the transaction.

Management Comments

Aubrey K. McClendon, Chesapeake’s Chief Executive Officer, commented, “We are pleased to extend our existing relationship with Total as a JV partner in the Barnett Shale to now include the Utica Shale.  We believe that the Utica Shale is a world-class asset with world-class returns and now we have a world-class partner to help develop the play more aggressively than we could have with our own resources.  This Utica transaction is our seventh significant JV and in these seven JVs, Chesapeake has sold approximately 1.5 million net acres for total leasehold consideration of $14.8 billion while retaining 3.6 million net acres as of the JV date with an indicated value by the JV partners of $45.7 billion.”

INVESTOR CONTACTS:
 
MEDIA CONTACTS: 
 
CHESAPEAKE ENERGY CORPORATION
Jeffrey L. Mobley, CFA
 
John J. Kilgallon
 
Michael Kehs
 
Jim Gipson
 
 6100 North Western Avenue
(405) 767-4763
 
(405) 935-4441
 
(405) 935-2560
 
(405) 935-1310
 
 P.O. Box 18496
jeff.mobley@chk.com
 
john.kilgallon@chk.com
 
michael.kehs@chk.com
 
jim.gipson@chk.com
 
 Oklahoma City, OK 73154
 
 
 

Yves-Louis Darricarrere, Total Exploration & Production’s President, stated, “Total is delighted to be building on our technical successes with Chesapeake in the Barnett Shale JV and to expand into the liquid-rich Utica Shale play in Ohio.  This is consistent with our strategy to develop positions in unconventional plays with large potential and, in this case, with value predominantly linked to oil price.  This JV will provide us with a material position in a valuable long-term resource base under attractive terms and with a top-class operator.  Total is conscious of the environmental aspects linked to developing shale acreage and is confident in Chesapeake’s capacity to manage the Utica Shale operations in a responsible manner, utilizing the highest industry standards in this respect.”
 
ABOUT CHESAPEAKE:

Chesapeake Energy Corporation is the second-largest producer of natural gas, a Top 15 producer of oil and natural gas liquids 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, Haynesville, Bossier, Marcellus and Pearsall natural gas shale plays and in the Granite Wash, Cleveland, Tonkawa, Mississippi Lime, Bone Spring, Avalon, Wolfcamp, Wolfberry, Eagle Ford, Niobrara, Three Forks/Bakken and Utica unconventional liquids plays.  The company has also vertically integrated its operations and owns substantial midstream, compression, drilling, trucking, pressure pumping and other oilfield service assets directly and indirectly through its subsidiaries Chesapeake Midstream Development, L.P. and Chesapeake Oilfield Services, L.L.C. and its affiliate Chesapeake Midstream Partners, L.P. (NYSE:CHKM).  Chesapeake’s stock is listed on the New York Stock Exchange under the symbol CHK.  Further information is available at www.chk.com where Chesapeake routinely posts announcements, updates, events, investor information, presentations and news releases.

ABOUT TOTAL:

Total is one of the largest integrated oil and gas companies in the world, with activities in more than 130 countries. The Group is also a first rank player in chemicals. Its 93,000 employees put their expertise to work in every part of the industry – exploration and production of oil and natural gas, refining and marketing, new energies, trading, and chemicals. Total is working to help satisfy the global demand for energy, both today and tomorrow. www.total.com.
EX-99.3 4 chk01092012_993.htm PRESS RELEASE - JANUARY 9, 2012 chk01092012_993.htm
Exhibit 99.3
News Release
   
FOR IMMEDIATE RELEASE
 
JANUARY 9, 2012
 

CHESAPEAKE ENERGY CORPORATION ANNOUNCES 2011 FOURTH QUARTER
AND FULL YEAR OPERATIONAL UPDATE AND FINANCIAL RESULTS
RELEASE DATE AND CONFERENCE CALL INFORMATION

OKLAHOMA CITY, OKLAHOMA, JANUARY 9, 2012 – Chesapeake Energy Corporation (NYSE:CHK) has scheduled its 2011 fourth quarter and full year operational update and financial results to be released after the close of trading on the New York Stock Exchange on Tuesday, February 21, 2012.

The company has also scheduled a conference call to discuss the release for Wednesday, February 22, 2012 at 9:00 am EST.  The telephone number to access the conference call is 913-312-0684 or toll-free 800-289-0546.  The passcode for the call is 4996325.  We encourage those who would like to participate in the call to place calls between 8:50 and 9:00 am EST.

For those unable to participate in the conference call, a replay will be available for audio playback at 1:00 pm EST on Wednesday, February 22, 2012 and will run through midnight Wednesday, March 7, 2012.  The number to access the conference call replay is 719-457-0820 or toll-free 888-203-1112.  The passcode for the replay is 4996325.
 
The conference call will also be webcast live on Chesapeake’s website at www.chk.com in the “Events” subsection of the “Investors” section of the company’s website.  The webcast of the conference will be available on the company’s website for one year.

Chesapeake Energy Corporation (NYSE:CHK) is the second-largest producer of natural gas, a Top 15 producer of oil and natural gas liquids 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, Haynesville, Bossier, Marcellus and Pearsall natural gas shale plays and in the Granite Wash, Cleveland, Tonkawa, Mississippi Lime, Bone Spring, Avalon, Wolfcamp, Wolfberry, Eagle Ford, Niobrara, Three Forks/Bakken and Utica unconventional liquids plays.  The company has also vertically integrated its operations and owns substantial midstream, compression, drilling, trucking, pressure pumping and other oilfield service assets directly and indirectly through its subsidiaries Chesapeake Midstream Development, L.P. and Chesapeake Oilfield Services, L.L.C. and its affiliate Chesapeake Midstream Partners, L.P. (NYSE:CHKM)  Further information is available at www.chk.com where Chesapeake routinely posts announcements, updates, events, investor information, presentations and news releases.

INVESTOR CONTACTS:
 
MEDIA CONTACTS: 
 
CHESAPEAKE ENERGY CORPORATION
Jeffrey L. Mobley, CFA
 
John J. Kilgallon
 
Michael Kehs
 
Jim Gipson
 
 6100 North Western Avenue
(405) 767-4763
 
(405) 935-4441
 
(405) 935-2560
 
(405) 935-1310
 
 P.O. Box 18496
jeff.mobley@chk.com
 
john.kilgallon@chk.com
 
michael.kehs@chk.com
 
jim.gipson@chk.com
 
 Oklahoma City, OK 73154
 
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