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): July 8, 2013 (June 28, 2013)

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 5 – Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 2, 2013, the Compensation Committee of the Board of Directors of Chesapeake Energy Corporation (the “Company”) awarded Douglas J. Jacobson, the Company’s Executive Vice President – Acquisitions and Divestitures, a special, one-time cash bonus of $1.5 million in consideration of Mr. Jacobson’s efforts with regard to the Mississippi Lime joint venture transaction described under Item 8.01 of this Current Report on Form 8-K.

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

On July 1, 2013, the Company issued a press release announcing the date that it will issue its 2013 second quarter operational update and financial results. The press release also provided information for accessing the related conference call. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On July 3, 2013, the Company issued a press release announcing that the Company has entered into agreements with EXCO Operating Company, LP (“EXCO”), a subsidiary of EXCO Resources, Inc., which provide for the sale to EXCO of assets in the northern Eagle Ford Shale and Haynesville Shale. A copy of this press release is attached as Exhibit 99.2 to this Current Report on Form 8-K.

Section 8 – Other Events

Item 8.01 Other Events.

On June 28, 2013, pursuant to the third amendment, dated September 25, 2012 (the “Amendment”), to the Eighth Amended and Restated Credit Agreement, dated as of December 2, 2010 (as amended, the “Credit Agreement”), among Chesapeake Exploration, L.L.C., Chesapeake Appalachia, L.L.C. and Chesapeake Louisiana, L.P., as Borrowers, the Company, Union Bank, N.A., as Administrative Agent, Wells Fargo Bank, National Association, The Royal Bank of Scotland plc and BNP Paribas, as Co-Syndication Agents, Credit Agricole Corporate and Investment Bank, as Documentation Agent, and the several lenders party thereto, the Company exercised its option to terminate the Amendment Effective Period (as defined in the Amendment). The termination of the Amendment Effective Period, among other things:

(i)   reinstated the indebtedness to EBITDA ratio of 4.00 to 1.00, which was in effect prior to the Amendment;

(ii)   removed the requirement that the Company maintain additional collateral for borrowings under the Credit Agreement;

(iii)   removed the 0.25% increase in the applicable margin for borrowings that exceed 50% of the Credit Agreement borrowing capacity; and

(iv)   eliminated the obligation of the Company to pay an aggregate $2 million fee to its lenders on June 30, 2013.

The full text of the Amendment was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on October 1, 2012.

On June 28, 2013, the Company completed its Mississippi Lime joint venture with Sinopec International Petroleum Exploration and Production Corporation, which provided for the sale of a 50% undivided interest in approximately 850,000 net acres in northern Oklahoma for total consideration of $1.02 billion in cash, of which approximately 93% was received upon closing. Payment of the remaining proceeds will be subject to customary post-closing contingencies. On July 1, 2013, the Company issued a press release announcing the closing. A copy of this press release is attached as Exhibit 99.3 to this Current Report on Form 8-K.

On July 2, 2013, the Company entered into agreements with EXCO providing for the sale of approximately 55,000 net acres in the northern Eagle Ford Shale and approximately 9,600 net acres in the Haynesville Shale for aggregate proceeds of approximately $1.0 billion, of which approximately 90% will be received upon closing. Payment of the remaining proceeds will be subject to customary post-closing contingencies. The transactions are subject to certain closing conditions.

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.

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:           July 8, 2013

EXHIBIT INDEX

Exhibit No.	Document Description
99.1	Chesapeake Energy Corporation press release dated July 1, 2013 – 2013 second quarter operational update and financial results release date
99.2	Chesapeake Energy Corporation press release dated July 3, 2013 – Sale of northern Eagle Ford and Haynesville Shale assets
99.3	Chesapeake Energy Corporation press release dated July 1, 2013 – Closing of Mississippi Lime joint venture

EX-99.1

Exhibit 99.1

News Release

FOR IMMEDIATE RELEASE

JULY 1, 2013

CHESAPEAKE ENERGY CORPORATION ANNOUNCES 2013 SECOND QUARTER

OPERATIONAL UPDATE AND FINANCIAL RESULTS RELEASE DATE

AND CONFERENCE CALL INFORMATION

OKLAHOMA CITY, OKLAHOMA, JULY 1, 2013 – Chesapeake Energy Corporation (NYSE:CHK) has scheduled to release its 2013 second quarter operational update and financial results before market open on Thursday, August 1, 2013.  A conference call to discuss the results has been scheduled for the same day at 9:00 am EDT.  The telephone number to access the conference call is 913-312-0968 or toll-free 888-215-6895.  The passcode for the call is 3533928.  We encourage those who would like to participate in the call to place calls between 8:50 and 9:00 am EDT.

For those unable to participate in the conference call, a replay will be available for audio playback at 2:00 pm EDT on Thursday, August 1, 2013 and will run through 2:00 pm EDT on Thursday, August 15, 2013.  The number to access the conference call replay is 719-457-0820 or toll-free 888-203-1112.  The passcode for the replay is 3533928.

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 our website for one year.

Chesapeake Energy Corporation (NYSE:CHK) is the second-largest producer of natural gas, a top 11 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 Eagle Ford, Utica, Granite Wash, Cleveland, Tonkawa, Mississippi Lime and Niobrara unconventional liquids plays and in the Marcellus, Haynesville/Bossier and Barnett unconventional natural gas shale plays. The company also owns substantial marketing and oilfield services businesses through its subsidiaries Chesapeake Energy Marketing, Inc. and Chesapeake Oilfield Operating, L.L.C. Further information is available at www.chk.com where Chesapeake routinely posts announcements, updates, events, investor information, presentations and news releases.

INVESTOR CONTACTS:		MEDIA CONTACT:	CHESAPEAKE ENERGY CORPORATION
Jeffrey L. Mobley, CFA (405) 767-4763 jeff.mobley@chk.com	Gary T. Clark, CFA (405) 935-6741 gary.clark@chk.com	Jim Gipson (405) 935-1310 jim.gipson@chk.com	6100 North Western Avenue P.O. Box 18496 Oklahoma City, OK 73154

EX-99.2

Exhibit 99.2

News Release

FOR IMMEDIATE RELEASE

JULY 3, 2013

CHESAPEAKE ENERGY CORPORATION ANNOUNCES SALE OF NORTHERN

EAGLE FORD AND HAYNESVILLE SHALE ASSETS FOR

AGGREGATE PROCEEDS OF $1 BILLION

OKLAHOMA CITY, JULY 3, 2013 – Chesapeake Energy Corporation (NYSE:CHK) announced the execution of agreements to sell assets in the Northern Eagle Ford Shale and Haynesville Shale to EXCO Operating Company, LP a subsidiary of EXCO Resources, Inc. (NYSE:XCO) (“EXCO”) for aggregate proceeds of approximately $1.0 billion, of which approximately 90% will be received upon closing.  Payment of the remaining proceeds will be subject to customary post-closing contingencies.  The transactions, which are subject to certain closing conditions, are expected to close in the 2013 third quarter.

In the Northern Eagle Ford Shale, EXCO has agreed to acquire approximately 55,000 net acres in Zavala, Dimmit, La Salle and Frio counties, Texas, including approximately 120 producing wells with average net daily production of approximately 6,100 barrels of oil equivalent during the month of May.

In the Haynesville Shale, EXCO has agreed to acquire Chesapeake’s operated and non-operated interests in approximately 9,600 net acres in Desoto and Caddo parishes, Louisiana.  Included in the transaction are 11 units operated by Chesapeake and 42 units operated by EXCO. Average net daily production from the Haynesville properties to be sold was  approximately 114 million cubic feet of natural gas equivalent during the month of May.

The impact of these asset sales on net production and capital expenditures was previously reflected in Chesapeake’s May 1, 2013 Outlook guidance.

Doug Lawler, Chesapeake’s Chief Executive Officer, commented, “Today’s announcement brings our year-to-date asset sales signed or closed to approximately $3.6 billion, which, combined with forecasted net operating cash flow, enables Chesapeake to fully fund its 2013 capital expenditure budget.  Additional asset sales contemplated for later this year may reduce long-term debt and further enhance our financial liquidity.”

Jefferies & Company, Inc. is acting as financial advisor to Chesapeake.

Chesapeake Energy Corporation (NYSE:CHK) is the second-largest producer of natural gas, a Top 11 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 Eagle Ford, Utica, Granite Wash, Cleveland, Tonkawa, Mississippi Lime and Niobrara unconventional liquids plays and in the Marcellus, Haynesville/Bossier and Barnett unconventional natural gas shale plays. The company also owns substantial marketing and oilfield services businesses through its subsidiaries Chesapeake Energy Marketing, Inc. and Chesapeake Oilfield Operating, L.L.C. 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.  Although we believe the expectations, intentions and forecasts reflected in our forward-looking statements are reasonable, we 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, and actual results may differ from the expectation expressed, including the funding of our 2013 capital expenditure budget.  The transactions with EXCO are subject to closing conditions and may not be completed in the time frame anticipated. Following the closing of either transaction, Chesapeake may not be able to satisfy all the requirements necessary to receive the sale proceeds subject to customary post-closing contingencies. 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.

INVESTOR CONTACTS:		MEDIA CONTACT:	CHESAPEAKE ENERGY CORPORATION
Jeffrey L. Mobley, CFA (405) 767-4763 jeff.mobley@chk.com	Gary T. Clark, CFA (405) 935-6741 gary.clark@chk.com	Jim Gipson (405) 935-1310 jim.gipson@chk.com	6100 North Western Avenue P.O. Box 18496 Oklahoma City, OK 73154

EX-99.3

Exhibit 99.3

News Release

FOR IMMEDIATE RELEASE

JULY 1, 2013

CHESAPEAKE ENERGY CORPORATION ANNOUNCES CLOSING OF

MISSISSIPPI LIME JOINT VENTURE WITH SINOPEC

OKLAHOMA CITY, JULY 1, 2013 – Chesapeake Energy Corporation (NYSE:CHK) today announced it completed its previously announced Mississippi Lime joint venture with Sinopec International Petroleum Exploration and Production Corporation (Sinopec) on June 28, 2013.  The company sold a 50% undivided interest in approximately 850,000 acres in northern Oklahoma for total consideration of $1.02 billion in cash, of which approximately 93% was received upon closing.  Payment of the remaining proceeds is subject to customary post-closing contingencies.

Net to Sinopec’s interest, assets associated with the joint venture produced approximately 9,600 barrels of liquids and 54 million cubic feet of natural gas per day during the 2013 first quarter.  All future exploration and development costs in the joint venture will be shared proportionately between the parties with no drilling carries involved.  As the operator of the project, Chesapeake will conduct all leasing, drilling, completion, operations and marketing activities for the joint venture.

Doug Lawler, Chesapeake’s Chief Executive Officer, commented, “Chesapeake is pleased to have Sinopec as our partner in the Mississippi Lime play and we look forward to efficiently developing and growing this asset for many years to come.”

Jefferies & Company, Inc. served as financial advisor to Chesapeake on the joint venture.

Chesapeake Energy Corporation (NYSE:CHK) is the second-largest producer of natural gas, a Top 11 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 Eagle Ford, Utica, Granite Wash, Cleveland, Tonkawa, Mississippi Lime and Niobrara unconventional liquids plays and in the Marcellus, Haynesville/Bossier and Barnett unconventional natural gas shale plays. The company also owns substantial marketing and oilfield services businesses through its subsidiaries Chesapeake Energy Marketing, Inc. and Chesapeake Oilfield Operating, L.L.C. 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.  Although we believe the expectations and forecasts reflected in our forward-looking statements are reasonable, we 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, and actual results may differ from the expectation expressed.  Chesapeake may not be able to satisfy all the requirements necessary to receive the remaining sale proceeds which are subject to customary post-closing contingencies. 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.

INVESTOR CONTACTS:		MEDIA CONTACT:	CHESAPEAKE ENERGY CORPORATION
Jeffrey L. Mobley, CFA (405) 767-4763 jeff.mobley@chk.com	Gary T. Clark, CFA (405) 935-6741 gary.clark@chk.com	Jim Gipson (405) 935-1310 jim.gipson@chk.com	6100 North Western Avenue P.O. Box 18496 Oklahoma City, OK 73154