EXHIBT 99.1
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CHESAPEAKE ENERGY CORPORATION ANNOUNCES PRICING OF OFFER
TO EXCHANGE COMMON STOCK FOR 6.0% CUMULATIVE
CONVERTIBLE PREFERRED STOCK
OKLAHOMA CITY, OKLAHOMA, DECEMBER 27, 2004 - Chesapeake Energy Corporation
(NYSE:CHK) today announced the pricing for its offer to exchange shares of its
common stock for each outstanding share of its 6.0% Cumulative Convertible
Preferred Stock (CUSIP Nos. 165167-70-1 and 165167-60-2), commenced on November
30, 2004.
Chesapeake is offering to exchange 5.3260 shares of its common stock for each
share of its outstanding 6.0% Cumulative Convertible Preferred Stock tendered in
the exchange offer. The number of shares of common stock to be exchanged for
each share of Preferred Stock (the "Exchange Ratio") was fixed after 5:00 p.m.
EST on Thursday, December 23, 2004 (the "Pricing Date"), on the basis of the
pricing formula set forth in the related exchange offer prospectus. The Exchange
Ratio is equal to the sum of (i) 4.8605 shares of common stock, the number of
shares into which the Preferred Stock is presently convertible, and (ii) a
number of additional shares of common stock equal to $7.75 divided by $16.65,
which is the arithmetic daily volume-weighted average price of our common stock,
over the ten-day trading period beginning on December 10, 2004 and ending on the
Pricing Date. The exchange offer is subject to the satisfaction of certain
conditions.
The Preferred Stock is listed on the New York Stock Exchange under the symbol
"CHKPrA", and Chesapeake's common stock is listed on the New York Stock Exchange
under the symbol "CHK".
The exchange offer is scheduled to expire at 12:00 midnight EST on Tuesday,
December 28, 2004, unless extended or earlier terminated by Chesapeake. Holders
may withdraw tendered shares of Preferred Stock at any time before the exchange
offer expires, or if not previously returned, a holder may withdraw any tendered
shares of Preferred Stock that are not accepted by Chesapeake on or before
January 26, 2005. The tender and withdrawal of shares of Preferred Stock
pursuant to the Offer held in "street" name are subject to compliance with the
appropriate procedures of the automated tender offer procedures, or ATOP, system
of The Depository Trust Company.
The exchange offer is being made pursuant to an exchange offer prospectus dated
November 30, 2004 (as amended on December 16, 2004) contained in a registration
statement filed by Chesapeake with the Securities and Exchange Commission.
Copies of the prospectus contained in the registration statement may be obtained
from the Information Agent for the exchange offer, MacKenzie Partners, Inc., who
may be reached at 800-322-2885 (US toll-free) and 212-929-5500 (collect). The
exchange offer prospectus and other related documents filed with the Securities
and Exchange Commission may also be obtained at the Commission's web site,
http://www.sec.gov.
The Company has engaged UBS Securities LLC to act as dealer manager in
connection with the Offer. Questions regarding the Offer may be directed to UBS
Securities LLC, 677 Washington Blvd., Stamford, CT 06901 at (888) 722-9555,
x4210 (US toll-free) and (203) 719-4210 (collect).
THIS RELEASE IS MERELY A NOTIFICATION OF PRICING ON AN EXISTING EXCHANGE OFFER
AND IS NOT AN OFFER TO EXCHANGE SECURITIES. IF YOU ARE INTERESTED IN
PARTICIPATING IN THIS EXCHANGE OFFER, YOU SHOULD REVIEW ALL OF THE INFORMATION
REGARDING THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER IN THE EXCHANGE OFFER
PROSPECTUS AND RELATED DOCUMENTATION. FOR ADDITIONAL INFORMATION OR FOR COPIES
OF DOCUMENTS, YOU MAY CALL THE INFORMATION AGENT OR THE DEALER MANAGER FOR THE
EXCHANGE OFFER.
This document contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Forward-looking statements include estimates and give our current
expectations or forecasts of future events. Although we believe our
forward-looking statements are reasonable, they can be affected by inaccurate
assumptions or by known or unknown risks and uncertainties.
CHESAPEAKE ENERGY CORPORATION IS THE SIXTH LARGEST INDEPENDENT PRODUCER OF
NATURAL GAS IN THE U.S. HEADQUARTERED IN OKLAHOMA CITY, THE COMPANY'S OPERATIONS
ARE FOCUSED ON EXPLORATORY AND DEVELOPMENTAL DRILLING AND PRODUCING PROPERTY
ACQUISITIONS IN THE MID-CONTINENT, PERMIAN BASIN, SOUTH TEXAS, TEXAS GULF COAST
AND ARK-LA-TEX REGIONS OF THE UNITED STATES. THE COMPANY'S INTERNET ADDRESS IS
WWW.CHKENERGY.COM.