United States securities and exchange commission logo
September 1, 2022
Michael May, Esq.
Assistant General Counsel - Corporate
Chesapeake Energy Corporation
6100 North Western Avenue
Oklahoma City, Oklahoma 73118
Re: Chesapeake Energy
Corporation
Schedule TO filed
August 18, 2022
File No. 005-43515
Registration
Statement on Form S-4 filed August 18, 2022
File No. 333-266961
Dear Mr. May:
We have reviewed your filings and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
All comments, page references and defined terms below refer to the
prospectus included in the
registration statement on Form S-4 unless otherwise indicated.
Schedule TO-I and Registration Statement on Form S-4 filed August 18,
2022
Cover Page
1. We note the disclosure
indicating that the Company "will announce the final figures that
make up the Class A
Exchange Consideration, Class B Exchange Consideration and
Class C Exchange
Consideration no later than 4:30 p.m., New York City time, on the
Pricing Date," which is
currently the Expiration Date of each of the three Offers. Please
advise how the
disclosed pricing formulas are consistent with Exchange Act section 14(e),
Exchange Act Rule
14e-1(b) and Exchange Act Rules 13e-4(d)(1), (e)(3) and (f)(1)(ii). In
responding to this
comment, please address the fact that there is currently no global
exemptive or no-action
relief covering such pricing formulas.
Michael May, Esq.
FirstName
ChesapeakeLastNameMichael May, Esq.
Energy Corporation
Comapany 1,
September NameChesapeake
2022 Energy Corporation
September
Page 2 1, 2022 Page 2
FirstName LastName
Cautionary Note Regarding Forward-Looking Statements, page 2
2. We note the disclosure in the the first paragraph of page 2 of the
registration statement on
Form S-4. We remind you that the safe harbor protections for
forward-looking statements
contained in the federal securities laws do not apply to statements
made in connection
with a tender offer. See Section 27A(b)(2)(C) of the Securities Act,
Section 21E(b)(2)(C)
of the Exchange Act and Question 117.05 of the Going Private
Transactions, Exchange
Act Rule 13e-3 and Schedule 13E-3 Compliance and Disclosure
Interpretations (January
26, 2009) available at www.sec.gov. Please revise the disclosure
accordingly.
Certain Defined Terms, page 4
3. Refer to the defined term "Class A Exchange Consideration" on page 4
and corresponding
defined terms for the Class B Warrants and Class C Warrants. Please
advise how the
fractional share rounding mechanisms are consistent with Exchange Act
13e-4(f)(8)(ii)
given the potential result that some holders of warrants may receive
more consideration
per warrant than other warrant holders.
4. Refer to the defined term "VWAP Trading Day." With a view towards
disclosure, please
indicate the circumstances under which and the likelihood that the
Common Stock would
not be listed on a U.S. national securities exchange during the
duration of the Offers. In
such a case, advise us what the most likely "principal other market"
would be on which
the Common Stock would be traded.
Illustrative Formulas, page 15
5. Please revise this section to disclose an illustrative table showing
calculations of the
purchase price based on a range of DVWAPs for each of the Offers.
Conditions to the Offers, page 18
6. Refer to the second and third bullet points on page 18 of the
prospectus. A tender offer
may be conditioned on a variety of events and circumstances, provided
that they are not
within the direct or indirect control of the Company. The conditions
also must be drafted
with sufficient specificity to allow for objective verification that
the conditions have been
satisfied. The disclosure in these two bullet points includes the term
threatened in
describing an action or proceeding. With a view towards revised
disclosure, please advise
what is meant by the term threatened and how it may be
objectively determinable.
7. Refer to the fourth bullet point. With a view towards disclosure,
please advise us as to the
Company's view of what would constitute a "significant worsening" of
the "ongoing
COVID-19 pandemic" or "war or armed hostilities" based on conditions
related to such
pandemic and current events in Ukraine existing as of the date of
commencement of the
Offers. Please also advise us as to whether the Company considers
current events related
to monkeypox in the United States and elsewhere to constitute "an
outbreak of a pandemic
Michael May, Esq.
Chesapeake Energy Corporation
September 1, 2022
Page 3
or contagious disease other than COVID-19" and if so, whether the
Company has already
determined to waive such condition as it specifically relates to
monkeypox.
Announcement of Results of the Offers, page 24
8. We note the reference to "promptly as practicable" in the penultimate
paragraph on page
24 of the prospectus. We remind the Company of its obligation under
Exchange Act Rule
13e-4(c)(4) to file a final amendment reporting "promptly" the results
of the Offers.
General
9. Based on the disclosure in Item 10 of the Schedule TO and page 56 of the
registration
statement on Form S-4, it appears that the Company is intending to
incorporate by
reference the information required by Item 1010(a) of Regulation M-A. In
circumstances
where a filing person elects to incorporate by reference the information
required by Item
1010(a), all of the summarized financial information required by Item
1010(c) must be
disclosed in the document furnished to security holders, in this case
the Offer to
Exchange. See Instruction 1 to Item 10 of Schedule TO and telephone
interpretation I.H.7
in the July 2001 supplement to our Manual of Publicly Available
Telephone
Interpretations available on the Commission s website at
http://www.sec.gov. Please
revise to include the information required by Item 1010(c) of Regulation
M-A.
10. Item 10(b) of the Schedule TO states "Not applicable." However, pro
forma information
is required and currently disclosed in the registration statement on
Form S-4. Please
revise accordingly to reflect to the disclosure in the prospectus.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Perry Hindin at 202 551-3444.
Sincerely,
FirstName LastNameMichael May, Esq.
Division of
Corporation Finance
Comapany NameChesapeake Energy Corporation
Office of Mergers &
Acquisitions
September 1, 2022 Page 3
cc: Kevin M. Richardson
FirstName LastName