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EXHIBIT 99.3
[Form of Letter to Registered Holders
and Depository Trust Company Participants]
CHESAPEAKE ENERGY CORPORATION
LETTER TO REGISTERED HOLDERS AND
DEPOSITORY TRUST COMPANY PARTICIPANTS
FOR
TENDER OF ALL OUTSTANDING
8.125% SENIOR NOTES DUE 2011
IN EXCHANGE FOR
8.125% SENIOR NOTES DUE 2011
THAT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
__________________, 2001, UNLESS EXTENDED (THE "EXPIRATION DATE").
NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR
TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE UNLESS PREVIOUSLY
ACCEPTED FOR EXCHANGE.
To Registered Holders and Depository Trust Company Participants:
We are enclosing herewith the material listed below relating to the
offer by Chesapeake Energy Corporation, an Oklahoma corporation (the "Company"),
to exchange its 8.125% Senior Notes due 2011 (the "New Notes"), which have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
for a like principal amount of its issued and outstanding 8.125% Senior Notes
due 2011 (the "Outstanding Notes") upon the terms and subject to the conditions
set forth in the Company's Prospectus, dated ______________, 2001, and the
related Letter of Transmittal (which together constitute the "Exchange Offer").
Enclosed herewith are copies of the following documents:
1. Prospectus, dated _______________, 2001;
2. Letter of Transmittal (together with accompanying Substitute
Form W-9 Guidelines);
3. Notice of Guaranteed Delivery;
4. Letter that may be sent to your clients for whose accounts you
hold Outstanding Notes in your name or in the name of your
nominee; and
5. Letter that may be sent from your clients to you with such
client's instruction with regard to the Exchange Offer.
We urge you to contact your clients promptly. Please note that the
Exchange Offer will expire on the Expiration Date unless extended.
The Exchange Offer is not conditioned upon any minimum number of
Outstanding Notes being tendered.
Pursuant to the Letter of Transmittal, each holder of Outstanding Notes
will represent to the Company that (i) the New Notes acquired in exchange for
Outstanding Notes pursuant to the Exchange Offer are being acquired in the
ordinary course of business of the person receiving such New Notes, (ii) the
holder is not engaging in and does not intend to engage in a distribution of the
New Notes, (iii) the holder does not have any arrangement or understanding with
any person to participate in the distribution of New Notes, and (iv) neither the
holder nor any such other person is an "affiliate" (within the meaning of Rule
405 under the Securities Act) of the Company. If the holder is a broker-dealer
that will receive New Notes for its own account in exchange for Outstanding
Notes that
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were acquired as a result of market-making activities or other trading
activities, it must acknowledge that it will deliver a prospectus in connection
with any resale of such New Notes.
The enclosed Letter to Clients contains an authorization by the
beneficial owners of the Outstanding Notes for you to make the foregoing
representations.
The Company will not pay any fee or commission to any broker or dealer
or to any other person (other than the Exchange Agent) in connection with the
solicitation of tenders of Outstanding Notes pursuant to the Exchange Offer.
Additional copies of the enclosed material may be obtained from the
undersigned.
Very truly yours,
CHESAPEAKE ENERGY CORPORATION
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