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): May 14, 2010
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Effective May 14, 2010, Chesapeake Energy Corporation (the “Company”), filed a Certificate of Designations with the Oklahoma Secretary of State for 1,500,000 shares of 5.75% Cumulative Non-Voting Convertible Preferred Stock. The Certificate of Designations is attached hereto as Exhibit 3.1.
Also effective May 14, 2010, the Company filed a Certificate of Designations with the Oklahoma Secretary of State for 1,100,000 shares of 5.75% Cumulative Non-Voting Convertible Preferred Stock (Series A). The Certificate of Designations is attached hereto as Exhibit 3.2.
Section 8 – Other Events
Item 8.01 Other Events.
On May 18, 2010, the Company issued a press release announcing the closing of the private issuance of $1.7 billion of convertible preferred stock. The press release is attached herewith as Exhibit 99.1.
Also on May 18, 2010, the Company issued a press release announcing the redemption of $1.334 billion of senior notes. The press release is attached herewith as Exhibit 99.2.
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: May 20, 2010
EXHIBIT INDEX
| Exhibit No. | Document Description | ||
| 3.1 | Certificate of Designations – 5.75% Cumulative Non-Voting Convertible Preferred Stock | ||
| 3.2 | Certificate of Designations – 5.75% Cumulative Non-Voting Convertible Preferred Stock (Series A) | ||
| 99.1 | Chesapeake Energy Corporation press release dated May 18, 2010 – Closing of 5.75% Cumulative Non-Voting Convertible Preferred Stock | ||
| 99.2 | Chesapeake Energy Corporation press release dated May 18, 2010 – Redemption of $1.334 Billion of Senior Notes | ||