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): June 12, 2020
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| 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 | OK | | 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):
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| ☐ | | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, par value $0.01 per share | CHK | New York Stock Exchange |
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| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). | | |
| Emerging growth company | | ☐ |
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | | ☐ |
Item 1.01 Entry into a Material Definitive Agreement.
On June 12, 2020, Chesapeake Energy Corporation (“Chesapeake”) entered into the Fourth Amendment (the “Amendment”) to Amended and Restated Credit Agreement, dated as of September 12, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Chesapeake, as borrower, MUFG Union Bank, N.A., as administrative agent, and the lenders from time to time party thereto.
The Amendment, among other things, (i) amends certain prepayment provisions, (ii) waives certain events of default and (iii) reduces the borrowing base under the Credit Agreement from $3.0 billion to $2.3 billion.
The above description of the material terms and conditions of the Amendment is a summary only, does not purport to be complete, and is qualified by reference to the full text of the Amendment attached to this Current Report as Exhibit 10.1.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated herein by reference to this Item 2.03.
Item 8.01 Other Events.
On June 15, 2020, Chesapeake chose not to make interest payments of approximately $3.4 million and $10.1 million (collectively, the “Interest Payments”) due on June 15, 2020 with respect to Chesapeake’s outstanding 5.375% Senior Notes due 2021 and 8.000% Senior Notes due 2027 (collectively, the “Notes”), respectively. Under the indentures governing the Notes, Chesapeake has a 30-day grace period to make the Interest Payments before such non-payment constitutes an event of default with respect to the Notes.
Item 9.01 Exhibits.
(d)
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| Exhibit No. | | Document Description |
| | Fourth Amendment to Amended and Restated Credit Agreement, dated as of June 12, 2020, among Chesapeake, MUFG Union Bank, N.A. and the Lenders party thereto. |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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| | CHESAPEAKE ENERGY CORPORATION |
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| By: | /s/ JAMES R. WEBB |
| | James R. Webb |
| | Executive Vice President — General Counsel and Corporate Secretary |
Date: June 18, 2020
