CHESAPEAKE ENERGY CORPORATION ANNOUNCES FINAL EXCHANGE CONSIDERATION FOR ITS EXCHANGE OFFERS RELATING TO ITS WARRANTS

Rhea-AI Summary

Chesapeake Energy Corporation (NASDAQ:CHK) announced final exchange consideration for its outstanding Class A, B, and C warrants, expiring on October 7, 2022. Holders can exchange their warrants for shares of common stock, calculated at specific ratios: 0.8636 for Class A, 0.8224 for Class B, and 0.7890 for Class C warrants. Any fractional shares will be rounded up. The Offers are governed by an amended Prospectus and Schedule TO filed with the SEC. Chesapeake urges eligible warrant holders to tender their warrants promptly.

Positive

• Exchange ratios for warrants provide clear value to shareholders.
• Holders can tender warrants for common stock, increasing liquidity options.

Negative

• Expiring warrants might lead to share dilution for existing shareholders.
• The need to tender warrants might indicate a lack of ongoing market interest.

OKLAHOMA CITY, Oct. 7, 2022 /PRNewswire/ -- Chesapeake Energy Corporation (NASDAQ:CHK) ("Chesapeake" or the "Company") today announced the final figures that make up the exchange consideration for its previously announced exchange offers (each, an "Offer," and collectively, the "Offers") relating to its outstanding (i) Class A warrants (the "Class A warrants"), (ii) Class B warrants (the "Class B warrants") and (iii) Class C warrants (the "Class C warrants," and together with the Class A warrants and the Class B warrants, the "warrants"), each to purchase shares of common stock, par value $0.01 per share, of the Company ("common stock"). The Offers will expire at 11:59 p.m. (New York City time) on October 7, 2022 (the "Expiration Date").  Holders of warrants who intend and are eligible to participate in the Offers should tender their warrants as soon as possible in the manner described in the Company's Schedule TO and Prospectus/Offers to Exchange, each, as amended, and related offering materials previously distributed to each holder.

"Class A Exchange Consideration" means, with respect to the Class A warrants to be exchanged by such exchanging holder, a number of shares of common stock equal to the product of (a) the number of Class A warrants to be exchanged by such exchanging holder; and (b) 0.8636; provided, however, that if the aggregate number of shares of common stock deliverable to any exchanging holder is not a whole number, then, in lieu of issuing any fractional share of common stock, the number of shares of common stock issuable will be rounded up to the nearest whole number.

"Class B Exchange Consideration" means, with respect to the Class B warrants to be exchanged by such exchanging holder, a number of shares of common stock equal to the product of (a) the number of Class B warrants to be exchanged by such exchanging holder; and (b) 0.8224; provided, however, that if the aggregate number of shares of common stock deliverable to any exchanging holder is not a whole number, then, in lieu of issuing any fractional share of common stock, the number of shares of common stock issuable will be rounded up to the nearest whole number.

"Class C Exchange Consideration" means, with respect to the Class C warrants to be exchanged by such exchanging holder, a number of shares of common stock equal to the product of (a) the number of Class C warrants to be exchanged by such exchanging holder; and (b) 0.7890; provided, however, that if the aggregate number of shares of common stock deliverable to any exchanging holder is not a whole number, then, in lieu of issuing any fractional share of common stock, the number of shares of common stock issuable will be rounded up to the nearest whole number.

Tendered warrants may be withdrawn by holders at any time prior to the Expiration Date in the manner described in the Company's Schedule TO and Prospectus/Offers to Exchange, each, as amended, and related offering materials.

The Offers are being made pursuant to an amended Prospectus/Offers to Exchange dated October 7, 2022 and an amended Schedule TO, dated September 12, 2022, each of which has been filed with the SEC and more fully set forth the terms and conditions of the Offers.

Chesapeake's common stock, Class A warrants, Class B warrants and Class C warrants are listed on The Nasdaq Stock Market LLC under the symbols "CHK," "CHKEW," "CHKEZ" and "CHKEL," respectively. As of August 17, 2022, there were 120,848,720 shares of common stock, 9,751,853 Class A warrants, 12,290,669 Class B warrants and 11,269,865 Class C warrants outstanding.

The Company has engaged Citigroup Global Markets Inc., Cowen and Company, LLC and Intrepid Partners, LLC as the dealer managers for the Offers. Any questions or requests for assistance concerning the Offers may be directed to Citigroup Global Markets Inc. at 1 (212) 723-7914; Cowen and Company, LLC at 1 (646) 562-1010; and Intrepid Partners, LLC at 1 (713) 292-0863. D.F. King & Co., Inc. has been appointed as the information agent for the Offers, and Equiniti Trust Company has been appointed as the exchange agent. Requests for documents should be directed to D.F. King & Co., Inc. at 1 (877) 732-3617 (for warrant holders) or 1 (212) 269-5550 (for banks and brokers) or via the following email address: chk@dfking.com.

Important Additional Information Has Been Filed with the SEC

Copies of the Schedule TO and Prospectus/Offers to Exchange, each, as amended, are available free of charge at the website of the SEC at www.sec.gov. Requests for documents may also be directed to D.F. King & Co., Inc. at 1 (877) 732-3617 (for warrant holders) or 1 (212) 269-5550 (for banks and brokers) or via the following email address: chk@dfking.com. A registration statement on Form S-4 relating to the securities to be issued in the Offers has been filed with the SEC and was declared effective on September 16, 2022.

This announcement is for informational purposes only and shall not constitute an offer to purchase or a solicitation of an offer to sell the warrants or an offer to sell or a solicitation of an offer to buy any shares of common stock in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. The Offers are being made only through the Schedule TO and Prospectus/Offers to Exchange, each, as amended, and the complete terms and conditions of the Offers are set forth in the Schedule TO and Prospectus/Offers to Exchange, each, as amended.

Holders of the warrants are urged to read the Schedule TO and Prospectus/Offers to Exchange, each, as amended, carefully before making any decision with respect to the Offers because they contain important information, including the various terms of, and conditions to, the Offers.

None of the Company, any of its management or its board of directors, or the information agent, the exchange agent or any dealer manager makes any recommendation as to whether or not holders of warrants should tender warrants for exchange in the Offers.

Headquartered in Oklahoma City, Chesapeake Energy Corporation is powered by dedicated and innovative employees who are focused on discovering and responsibly developing our leading positions in top U.S. oil and gas plays. With a goal to achieve net-zero direct GHG emissions by 2035, Chesapeake is committed to safely answering the call for affordable, reliable, lower carbon energy.

INVESTOR CONTACT:	MEDIA CONTACT:
Chris Ayres	Brooke Coe
(405) 935-8870	(405) 935-8878
ir@chk.com	media@chk.com

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SOURCE Chesapeake Energy Corporation

FAQ

What is the final exchange ratio for Class A warrants of CHK?

The exchange ratio for Class A warrants is 0.8636 shares of common stock per warrant.

When do the exchange offers for Chesapeake Energy's warrants expire?

The exchange offers for the warrants expired on October 7, 2022 at 11:59 p.m. New York City time.

How can warrant holders participate in CHK's exchange offers?

Warrant holders must tender their warrants as described in the Company's Schedule TO and related offering materials.

What are the exchange ratios for Class B and Class C warrants of CHK?

The exchange ratio for Class B warrants is 0.8224, and for Class C warrants, it is 0.7890 shares per warrant.

What should holders of CHK warrants do if they want to withdraw their tender?

Holders can withdraw their tendered warrants at any time prior to the expiration date.